Terms and Conditions
of the
Semper Secured Investor Platform

1. Your Account

1.1 Eligibility

To be eligible to open an Account with us, you must:

1.1.1 be at least an individual who is at least 18 years old;

1.1.2 be capable of entering into a legally binding contract;

1.1.3 have a valid email address and mobile number;

1.1.4 meet one of the tests for a Wholesale Client or Sophisticated Investor, or be exempt from it, as determined by us (in our absolute discretion);

1.1.5 hold a Bank Account with an Australian bank.

1.2 Account types

There are different Accounts that can be opened:

1.2.1 an Account in the name of an individual or individuals;

1.2.2 an Account in the name of an Australian Proprietary or Public company;

1.2.3 an Account in the name of a trustee of a trust; or

1.2.4 an Account in the name of a trustee of SMSF.

1.3 Registration

1.3.1 You will need to apply for an Account to access and use the Platform.

1.3.2 You can apply for an Account via the Website: portal.sempersecured.com.au

1.3.3 When applying for an Account, you must provide us with all requested information to enable us to verify:

a. the identity of the intended Account Holder; and

b. the identity of any beneficial owners if the Account will be for a company, trust or SMSF.

1.3.4 All information you provide us must be accurate, complete and current.

1.3.5 If you are applying for a company, trust or SMSF Account, you warrant that you are authorised to enter into these Terms on behalf of the company, trust or SMSF.

1.3.6 We may (in our absolute discretion) approve or reject your application for an Account.

1.4 Users

If you are applying for an Account for a company, trust or SMSF, you must:

1.4.1 nominate all corporate directors, unitholders and, in the case of a SMSF, you must nominate all individual trustees or directors (if the trustee is a corporate);

1.4.2 provide us with the information we require in relation to each nominee; and

1.4.3 satisfy the authorisation rules that will apply to the Account.

1.5 Log-in credentials

1.5.1 Before you apply for an Account, you must set up your username and password.

1.5.2 You are responsible for keeping your log-in details secure and confidential.

1.5.3 We will not be liable for any loss, cost, damage, or expense to you or any other person arising out of, or in connection with, your failure to maintain the security of your log-in details.

1.5.4 We are not responsible for any unauthorised access to, or use of, your Account unless we have failed to take reasonable steps to prevent such access or use.

1.5.5 You are fully responsible for all activities carried out under or using any User log-in details (whether or not authorised by you) and any loss, cost, damage, or expense to you or any other person that may arise as a result of that activity.

1.5.6 You must immediately notify us of any unauthorised use of any User log-in details or any other breaches of security.

1.6 Access and use

1.6.1 You may access and use the Platform only as permitted by these Terms.

1.6.2 To access and use the Platform, you:

a. agree and warrant to use the Platform in accordance with these Terms;

b. warrant that you have read, and agree to, our Disclaimers and Privacy Policy;

c. must have an active Account.

1.6.3 If the Account is for a company, trust or SMSF, each nominee must:

a. read and agree to these Terms and;

b. read and agree to our Disclaimers and Privacy Policy.

1.6.4 An Account can only be accessed by its Users. You may not authorise anyone other than a User to use your Account, and you may not assign or otherwise transfer your Account to any other person.

1.7 Your acknowledgements

As an Account Holder or User, you acknowledge that:

1.7.1 the Platform is a platform for accessing Investment Opportunities and does not, and does not purport to, provide any financial advice (within the meaning of the Corporations Act), tax advice or other professional advice to you in relation to any Investment Opportunities;

1.7.2 the Units are not issued under a registered Information Memorandum and you are prohibited from on-selling the Units; and

1.7.3 you are responsible for understanding the risks for each Investment Opportunity and obtaining your own professional advice that takes into account your financial circumstances, needs and priorities.

1.8 Your obligations

As an Account Holder or User, you agree to:

1.8.1 at all times, provide us with accurate, complete and current information;

1.8.2 promptly update any information in your Account so that it is accurate, complete and current;

1.8.3 not allow others to access or use your Account;

1.8.4 fully cooperate with us in investigating any improper, unlawful or fraudulent access to or use of your Account;

1.8.5 contact us immediately if you believe that your Account may be subject to an unauthorised transaction or other type of fraudulent activity or security breach;

1.8.6 not cause or permit any damage to or otherwise interfere with the Platform;

1.8.7 provide us with all reasonably required co-operation, assistance and access to such information we required under these Terms;

1.8.8 you will comply with all applicable laws in relation to your use of the Platform;

1.8.9 keep all information relating to an Investment confidential and not distribute any copies of the Information Memorandum to any other person (other than your professional advisers); and

1.8.10 you will carry out all your obligations under these Terms in a timely and efficient manner.

1.9 Closure, suspension and cancellation

1.9.1 We may, where we have reasonable cause to do so and without prior notice, immediately close or suspend your Account, including, but not limited to:

a. where we reasonably suspect or become aware that you are, or any other User is, in breach of these Terms;

b. where we reasonably consider Account activity to be suspicious;

c. where we consider it reasonably necessary to prevent fraud or to limit, or otherwise protect us against, any legal or regulatory risk;

d. if you provide any inaccurate or incomplete information to us, or we have reasonable grounds to suspect you have;

e. you fail to continue to meet the eligibility criteria in clause 1.1;

f. where requests are made by law enforcement or other government agencies;

g. where there is a discontinuance or material modification to our Platform (or any part thereof);

h. unexpected technical or security issues or problems arise; or

i. extended periods of inactivity.

1.9.2 Where we take action under clause 1.9.1:

a. these Terms will automatically terminate under clause 12.2.1 without any further action required; and

b. the requirements in clause 12.2.2 will apply.

1.9.3 We will not be liable to you, any other User or any third party for any suspension or closure of your Account.

1.10 Notices in relation to your Account

1.10.1 We may send notices, notifications and other important information to you via your nominated email and / or your Account.

1.10.2 You agree that if we may provide notices to you in relation to your Account, these Terms or any other matter via your email and / or Account, such notice constitutes written notice under these Terms.

2. Bank Account

2.1 Purpose

2.1.1 You will need to provide us with your Bank Account details so that we can make the payments of distributions to you in relation to your Investments.

2.1.2 We will never deduct any amounts from your Bank Account.

2.2 Provision
You must provide us with your Bank Account details in your Investment Application.

2.3 Details
You must ensure that your Bank Account details are up to date and correct. If there is any change to your Bank Account, you must update your Bank Account details via your Account.

2.4 No liability

2.4.1 We will make all payments to the Bank Accounts specified in your Account.

2.4.2 It is important that your Bank Account details are correct and up to date. We will not be liable for any loss, cost, damage, or expense to you or any other person arising out of, or in connection with, your failure to provide us with the correct Bank Account details under this clause 2 and Note Payments being made to an incorrect Bank Account.

3. Investments

3.1 Investing

3.1.1 Once your Account has been set up, you can submit an investment application at any time.

3.1.2 To invest, log into your Account and navigate to Opportunities. Select the Fund and follow the prompts.

3.1.3 Before you can submit your application, you must read the Information Memorandum.

3.1.4 Once you have confirmed the amount you wish to invest, you will then need to arrange for payment in accordance with clause 3.3.

3.1.5 We may reject or approve your Investment Application if:

a. the amount of the application is below the Minimum Investment Amount; or

b. if we do not receive payment in accordance with clause 3.3.

3.2 Payment

3.2.1 You must pay us via direct electronic transfer. We do not accept any payments in cash, cheque or via any other means.

3.2.2 Once you make an Investment Application, you will be given a reference number that you should use when making your transfer. Please ensure that the transaction reference is transmitted exactly as specified. If we are unable to match your application to a payment, your application may be delayed.

3.2.3 The amount transferred must be the exact amount of the investment in Australian Dollars. Please ensure all funds transferred are net of bank charges.

3.2.4 If the amount of your investment application is greater than your bank’s daily transfer limit and you are unable to alter this, please transfer the maximum amount available and contact us to advise how many payment instalments we should expect to receive and over what timeframe on 1800 736 737, or email enquiries@sempersecured.com.au.

3.2.5 Once an Investment Application has been paid, you cannot cancel or change the Investment Application and clauses 4, 7 and 12 will apply.

3.2.6 If we reject your Investment Application, we will refund any payment that you have made to us under this clause 3.3 by crediting the funds to your Bank Account.

3.3 Your Investments

3.3.1 Your Account will list all:

a. Pending Investment Applications; and

b. all live Investments and their status (active or redeemed).

3.3.2 Your Account includes multiple user friendly functions and options, including a statement function, where you can extract or download a statement of all your Investments.

3.3.3 If you require any assistance using your Account please contact our team on 1800 736 737, or email enquiries@sempersecured.com.au

4. Units

4.1 Unit issue

4.1.1 Once your Investment Application has been approved and paid, we will issue you with the corresponding Units in the Fund.

4.1.2 Once Units have been issued, your Account will update to record what Units have been issued to you. We will not issue you with any certificates for your Units. Your Account will be a complete record of all Units issued to you.

4.1.3 All Units are issued in accordance with the Information Memorandum.

4.1.4 The terms that apply to your Units are set out in and governed by the Information Memorandum.

4.1.5 We maintain a register of Units and will record any Units issued to you in that register.

4.2 Interest Distributions

4.2.1 We will pay you interest at the prevailing Interest Rate payable in relation to your class of Units in accordance with the Information Memorandum.

4.2.2 We will repay the Principal Amount on request in accordance with the terms in the Information memorandum.

4.2.3 We can defer a payment under this clause 4.2 in accordance with the terms of the Information Memorandum.

4.2.4 If there are insufficient funds to make a payment under clause 4.2, then the priority rules in the Information Memorandum will apply.

4.2.5 If you do not provide us with the Account Holder’s Australian tax file number, are obliged to deduct withholding tax from any payments made under this clause 4.2 payable as required by law.

4.3 Early redemption

4.3.1 Subject to clause 4.3.3, you must hold the Units until a Redemptions Request is fulfilled.

4.3.2 You cannot transfer or assign the Units.

4.3.3 We can elect to repay some or all of your Units early in accordance with the terms in the Information Memorandum.

5. Limited License

5.1.Subject to these Terms and your compliance with them, we grant you a limited, non-exclusive, non-transferable licence to access and use the Platform. We reserve all rights, title and interest not expressly granted under this licence to the fullest extent possible under law.

5.2 Any use of the Platform not specifically permitted under these Terms is strictly prohibited.

6. Warranties

6.1 No Warranty

6.1.1 To the extent permitted by law, you expressly understand and agree that except as otherwise set out in these Terms, the Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranty of merchantability, fitness for a particular purpose and non-infringement.

6.1.2 We make no warranty that the Platform will:

a. be uninterrupted, timely, secure, or error-free;

b. the results that may be obtained from the use of the Platform will be accurate or reliable;

c. that any errors or defects in the Platform will be corrected; or

d. will meet all of your requirements.

6.1.3 Although considerable effort is expended to make the Platform and any other operating communication channels available at all times, no warranty is given that these channels will be available and error free every minute of every day.

6.1.4 You acknowledge and agree that we are not responsible for temporary interruptions in service due to failure beyond our control including, but not limited to, the failure of interconnecting operating systems, computer viruses, and forces of nature, labour disputes, pandemics and armed conflicts.

6.1.5 This clause 6.1 will apply to the maximum extent permitted by applicable law.

6.1.6 Nothing in these Terms is intended to affect your statutory rights.

6.2 Your warranties

By entering into these Terms and accessing the Platform, you represent and warrant that:

6.2.1 all information provided, and to be provided, in accordance with these Terms is accurate, complete and current; and

6.2.2 you will use the Platform in accordance with these Terms.

7. Fees and charges

7.1 Investments
No fees or charges are payable to us for purchasing or holding an Investment.

7.2 Termination
There is no withdrawal or termination fee.

7.3 Transaction costs

7.3.1 You are responsible for and must pay any fees, costs or charges relating to your Bank Account.

7.3.2 You are responsible for and must pay any fees, costs or charges to process any payment under clause 3.3.

8. Indemnity

8.1 User indemnity

You agree to indemnify us in respect of any liability incurred by us for any loss, cost, damage, or expense (Loss) arising under tort, statute, equity, contract or some other cause of action, we or the Employer suffers as a result of:

8.1.1 your negligent or wrongful acts or omissions;

8.1.2 your breach of these Terms;

8.1.3 your breach of any other terms and conditions you agree to prior to using the Platform,
but only to the extent to which the Loss was caused by your negligent or wrongful acts or omissions.

9. Limitation of liability

9.1 Liability Cap
To the maximum extent permitted by law, our liability to you for all claims arising out of or in connection with these Terms shall not exceed the total amount payable under clause 4.2 in respect of your all Investments at any given time, regardless of whether the liability arises under any breach of contract, tort (including negligence), statute, equity, contract or any other cause of action.

9.2 Consequential loss
Neither you nor us are liable to the other for any consequential or indirect loss including, but not limited to, loss of profit, loss of accrued employment rights, lost opportunity cost, or loss of enjoyment.

10. Privacy Policy

10.1 We will collect, store, use and disclose your personal information in accordance with our Privacy Policy.

10.2 You must read our Privacy Policy before you first access the Platform.

10.3 We may change the Privacy Policy from time to time by publishing an updated version on the Platform when you next log-in to your Account.

11. Intellectual Property Rights

11.1 You acknowledge and agree that the Platform contains proprietary and confidential information that is protected by law and owned by Semper.

11.2 Except as expressly authorised by us, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform, in whole or in part.

11.3 We grant you a personal, non-transferable and non-exclusive right and licence to use the Platform in accordance with these Terms.

11.4 You agree not to modify the Platform in any manner or form, or to use modified versions of the Platform, including (without limitation) for the purpose of obtaining unauthorised access to the Platform.

11.5 You agree not to access the Platform by any means other than through the Website or any other interface that is provided by is for use in accessing the Platform.

12. Term and Termination

12.1 Term
These Terms commence on the date you agree to them and will continue until terminated in accordance with this clause 12.2.

12.2 Termination

12.2.1 You or us may terminate these Terms at any time by written notice.

12.2.2 If these Terms are terminated then:

a. you will not be able to submit any further Investment Applications;

b. we will reject any pending Investment Applications that have been submitted but not yet approved by us;

c. we will refund any payment made under clause 3.3 in respect of any pending Investment Application cancelled in accordance with paragraph b above by crediting the funds to your Bank Account;

d. your active Investments will not be terminated and you do not have any right to early redemption or withdrawal;

e. all your active Investments will remain on foot and will only expire on their applicable Maturity Date, subject to the Information Memorandum;

f. your Account will remain open until the last Investment expires and all payments have been made in accordance with clause 4.2;

g. you will continue to be able to access your Account and the features / functions in clause 3.4; and

h. we will keep a copy of any information or data relating to your Account and Investments in compliance with the law.

12.2.3 Before your Account is closed, we recommend that you retain your own copies of any information about our Account or Investments. If you are unable or forget to do so, you may request us to provide you with a copy and we may charge you a fee for doing so.

13. Identity checks

13.1 You agree to provide us with any information or documentation we reasonably request to verify your identity. You authorise us to make any enquiries, either directly or through third parties, to verify your identity.

13.2 All information we collect about you, including information to verify your identity, will be collected, used, disclosed and stored in accordance with our Privacy Policy.

14. Anti-Money Laundering and Counter-Terrorism Financing

14.1 You agree to provide all information to us which we reasonably require in order to manage our obligations in relation to anti-money laundering and counter terrorism financing or to comply with any laws or regulations in Australia or any other country.

14.2 You agree to us disclosing any information which you provide to any law enforcement, regulatory agency or court where required by any such law or regulation in Australia or elsewhere.

14.3 You agree that we may refuse to approve your application or process any transaction under this Agreement without any liability if we suspect that the transaction may breach any laws or regulations in Australia or any other country.

15. Tax

15.1 Payments
All sums payable by us under these Terms must be paid free of any restriction or condition and free and clear of and (except to the extent required by law) without any deduction or withholding on account of tax or any other amount, whether by way of set-off, counter-claim or otherwise.

15.2 Deduction or withholding
If we or any other person is required by law to make any deduction or withholding on account of any such tax or other amount from any sum paid or payable by us under these Terms:

15.2.1 we must notify you of any such requirement or any change in any such requirement as soon as it becomes aware of such requirement or change;

15.2.2 we must pay any such tax or other amount before the date upon which penalties become payable;

15.2.3 The sum payable by us in respect of which the relevant deduction or withholding is required must be increased to the extent necessary to ensure that after the making of that deduction or withholding that person receives on the due date and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made, except in relation to a withholding made under clause 4.2.5; and

15.2.4 within 30 days after paying any sum from which it is required by law to make any deduction or withholding and within 30 days after the due date of payment of any tax or other amount which it is required by clause 15.2.2 above to pay, we must deliver to you evidence to your satisfaction of that deduction or withholding and where remittance is required to the remittance of such sums to the relevant taxing or other authority.

16. Communication

We may use your preferred method of contact to send you messages notifying you of important changes to the Platform or special offers. If you do not want to receive notifications about our special offers, please refer to our Privacy Policy to review your options.

17. Assignment

17.1 We may transfer, or assign, our rights under these Terms without your consent, provided we reasonably believe you will not suffer any material detriment from the transfer or assignment. In doing so, you consent to us giving any information (including documents) about you to the assignee or to anyone who is considering becoming the assignee.

17.2 You cannot transfer, or assign your rights under these Terms.

18. Changes to the Agreement

18.1 We reserve the right to modify, update or otherwise alter these Terms.

18.2 We will notify you of any changes to the Terms, including any changes to fees and charges, by displaying the updated terms the first time you log into your Account after the change. Any changes will apply to your next Investment Application, but will not apply to any active Investments.

18.3 If you are unhappy with any of the changes, you may terminate this Agreement in accordance with clause 12.

19. Enquiries or complaints

19.1 Enquiries
If you have any inquiries about your Account or any other matter relating to the Platform, please contact us on 1800 736 737, enquiries@sempersecured.com.au or by logging a query via our Website.

19.2 Complaints
If you wish to complain make a complaint, please contact our Complaints Officer on 1800 736 737or address an email to The Complaints Officer (enquiries@sempersecured.com.au). We will acknowledge receipt of your complaint immediately, and attempt to resolve it within 14 days.

20. General

20.1 These Terms are governed by the law in force in the State of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of that place.

20.2 Any failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

20.3 If any provision of these Terms is held invalid, the remainder of the Terms will continue in full force and effect.

20.4 Unless stated otherwise, all amount in these Terms are exclusive of GST (if any).

20.5 No party will be liable to the other party for any failure to perform its obligations under these Terms during the time and to the extent that such performance is prevented by a Force Majeure Event. The party subject to a Force Majeure Event (the non-performing party) must notify the other party of the relevant details as soon as practicable after the Force Majeure Event occurs and endeavour to mitigate and remedy the effect of the Force Majeure Event and minimise the impact of the event on the other party.

21. Definitions

In this Agreement, unless the context indicates otherwise:

Account means the account created for you to use the Platform.

Account Holder means the person in whose name the Account will be registered.

Bank Account means your bank account that you would like payments to be credited to, the details of which you have provided when starting a new investment application.

Corporations Act means the Corporations Act 2001 (Cth).

Disclaimers means the disclaimers, declarations and warnings published on our Website.

Fund means the Semper Secured Mortgage Fund.

Force Majeure Event means an event or circumstance beyond the reasonable control of any party (including a natural event or disaster, pandemic, act of war, revolution, strikes, lockouts and acts of government) which makes it impossible, impracticable or illegal for a party to perform its obligations under this Agreement, but does not include lack of funds for any reason.

Investment means the Units purchased by you via the Platform.

Investment Application a request to purchase Units submitted by you via the Platform

Minimum Investment means the amount listed in the applicable Information Memorandum for each Class of Unit.

Information Memorandum means any Information Memorandum issued by the trustee of the Semper Secured Mortgage Fund

Interest Rate in respect of a Unit means the interest rate that is specified in the applicable Information Memorandum.

Payments means the payments Semper must pay you under clause 4.2.

Principal Amount means the total sum of the Issue Price of all Units purchased by you via the Platform.

Privacy Policy means the Semper privacy policy accessible at sempersecured.com.au/privacy-policy.

Semper means any or all of the following companies or their related entities:

a) Semper Secured Services Pty Ltd ACN 670 678 734 

b) Semper Secured Investments Pty Ltd ACN 138 752 824

c) Semper Secured Group Holdings Pty Ltd ACN 670 633 039

d) Semper Mortgage Management Pty Ltd ACN 66 837 707

Platform means Semper’s online investor platform accessible from portal.sempersecured.com.au

SMSF means a self-managed superannuation fund.

Sophisticated Investor has the meaning in section 708 of the Corporations Act.

Terms means this agreement, together with any other documents incorporated by reference, including the Privacy Policy.

Trustee means the trustee of the Fund specified in the Information Memorandum.

Unit means a Unit issued by the trustee of the Semper Secured Mortgage Fund under the Information Memorandum.

Unitholder means a person to whom Units have been issued and whose name is listed on the register of Units maintained by Semper in accordance with clause 4.1.5.

Unit Price means the price specified in the Information Memorandum as the Unit price.

User means a person who is an Account Holder or a person who is registered as a user for an Account.

Website means this website:  sempersecured.com.au.

Wholesale Client has the meaning in section 761G of the Corporations Act.