Nureka Terms of Service (“Terms”)
Eureka Platform Pty Ltd (trading as “Nureka”) builds technologies and services that enable wholesale investors (“Investors”) to connect with each other and find and buy private businesses (“Deal Origination”). These Terms govern your use of Nureka products, online apps (“Platform”), services, technologies, and software we offer, except where we expressly state separate terms (and not these) apply.
Our Data Policy explains how we collect and use your personal data to provide the services described below.
The services we provide
The Platform is provided and operated by Nureka as an administrative and information service only.
The Platform is provided and operated to assist both Investors, and corporate selling entities and their advisors (collectively the “Seller”) with the provision of Seller information (by the Seller), the investigations and enquiries of Investors of the Seller information and ultimately, if appropriate, the acquisition of the Seller securities as seamlessly as practicable.
How our services are funded
Nureka’s services for deal origination are funded by Investors:
- Nureka provides assistance to Investors and Sellers, however, we act for the Investors in providing the Platform free of our administration charge to the Seller(s).
- The information and material each Seller posts on the Platform is warranted to be accurate and current and is not false, misleading or deceptive by the Seller, however, it is not vetted or reviewed by Nureka and you (and each Investor) must satisfy yourself in this regard.
- Investment in a business carries risks. Before investing in any opportunity about which information is given, prospective Investors are strongly advised to take appropriate professional advice.
- Prospective Investors should be aware that no established market may exist for trading of any securities or interests that may be offered.
Nureka offers additional services to facilitate deal execution for both Investors and Sellers (e.g. dataroom services). Nureka may charge Sellers administrative fees for the use of such services.
Eligibility to use Nureka
Nureka’s services can only be used by Investors who qualify as wholesale clients as defined by the Corporations Act 2001. Sellers and their advisors are not required to be wholesale clients.
Your commitments to Nureka and our community
Nureka seeks to establish trust between Investors and Sellers. For this reason you must:
- Use the same name that you use in everyday life.
- Provide accurate information about yourself and the entities that you control including previous transaction experience.
- Not share your password, give access to your Nureka account to others, or transfer your account to anyone else (without our permission).
Permissions you give us
Permission to use content you create and share: Some content that you share or upload, such as documents or images, may be protected by intellectual property laws.
You own the intellectual property rights (things like copyright or trademarks) in any such content that you submit to any Nureka products you use. Nothing in these Terms takes away the rights you have to your own content. You are free to share your content with anyone else, wherever you want.
Commitments you give us
These Terms represent a binding contract between you and Nureka. Where you have also entered into an Investor Agreement, you acknowledge that you are bound by both the terms of the Investor Agreement and these Terms. In the event that there exists any conflict between these Terms and the terms of the Investor Agreement, the terms of the Investor Agreement shall prevail.
You warrant that you have the authority to adhere to these Terms, including on behalf of any entity your represent under an Investor Agreement.
You release Nureka from all sums of money, accounts, claims, actions, proceedings, demands and expenses which you at any time have or had against Nureka arising out of the platform or your use of Nureka products 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 Nureka from: any losses incurred by Nureka; all liabilities incurred by Nureka; and all costs actually payable by Nureka to its own legal representatives (whether or not under a costs agreement) and other expenses incurred by Nureka 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 these Terms by you; 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.
Additional provisions
Limitation of liability
To the maximum extent permitted by law, if for any reason Nureka is directly or indirectly liable to you in connection with the Terms or the use of the Platform (whether in respect of negligence or other tort, breach of contract or warranty, breach of statute or statutory duty, equity or otherwise) the maximum aggregate liability of Nureka in respect of all claims made by you will be an amount equal to the aggregate of all amounts actually paid by you to Nureka as the charged fee for access and use of the Platform or $100 whichever is the lesser.
Termination of use
Nureka may terminate this agreement with immediate effect by giving you notice if:
- You do any act or thing that in Nureka’s opinion, may contravene compliance with any laws or which has a detrimental effect on the reputation of Nureka and its products.
- You fail to pay any amount due and payable to Nureka within 14 days of the due date.
- You breach a term of this agreement which is capable of being remedied and is not remedied within 7 days of written notice being provided by Nureka to you, specifying the breach and requiring it to be remedied; or is not capable of remedy.
- You breach the terms of the Investor Agreement you have with Nureka including but not limited to obligations you may have to pay for transaction fees to Nureka.
Other terms and policies that may apply to you:
Where documented in your Investor Agreement, you agree to advise Nureka of the completion of an investment that was introduced to you via Nureka (“Platform Deal”). This obligation whether the deal was completed with the entity bound by your Investor Agreement or via a new entity established for the transaction.
You agree to notify Nureka promptly and within five (5) business days, via the Platform or via email (email: support@nureka.com.au) when any of the following events have occurred:
- You or your firm / company have submitted or entered into any agreement, memorandum (for example, a written IOI, written term sheet, written LOI, or similar equivalent), or other understanding with respect to a Platform Deal.
- The occurrence of the completion of a Platform Deal.
You also agree to keep Nureka informed from time to time of the estimated closing timeline for a Platform Deal and the related transaction consideration, including the timing of any future contingent or deferred payments related to an earnout.