Yieldtree Australia
Terms and Conditions

Last updated: 9th December 2020

  1. General

    1. Yieldtree Pty Ltd (ABN 644 320 463) together with its related entities (“Yieldtree”, “we”, “us”, or “our”) is a private debt syndication platform to enable investors to participate in these private debt deals in smaller sizes than would typically be possible.

    2. Yieldtree owns and operates the website and platform at www.yieldtree.com(“Website”). Access to and use of the Website and any services delivered whether via the Website or otherwise (“Services”) are provided by Yieldtree.

    3. The terms and conditions (“Terms”) set out below operate as a binding agreement between you and Yieldtree and govern your use of the Website and any Services provided to you by Yieldtree.

    4. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

    5. By using, browsing and/or reading material displayed on the Website, you are representing that you have read, understood and agree to be bound by the Terms. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Yieldtree in the user interface, and you accept that this may be required from you in order to continue using the Website and services.

    6. If you do not agree with the Terms, you must stop using the Website, and refrain from using any Services offered by Yieldtree immediately. Please read the Terms carefully.

    7. These Terms apply to both Australia residents and non-Australia residents.

  2. Changes to the Terms, Website and Services

    1. You accept the Terms by remaining on the Website and continuing to use our Services.

    2. Yieldtree reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Yieldtree updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication.

    3. Features of the Website or our Services may be fully or partially modified, discontinued or disabled, temporarily or permanently, at our discretion at any time. While Yieldtree will, where reasonably practicable and possible, endeavour to provide you with prior notice of such modifications, discontinuations or disabling, you agree and accept that it may not always be possible to provide you with such prior notification and that in such circumstances Yieldtree is not liable to you for any resulting loss.

  3. Disclaimer of Liability

    1. To the maximum extent permissible by law, you release Yieldtree and hold Yieldtree 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 Website.

    2. Yieldtree, its affiliates and their respective employees, officers, directors, suppliers, agents and/or consultants do not accept any liability for the results of any actions taken or not taken on the basis of information contained on this Website or otherwise provided in the course of delivering our Services, or for any negligent misstatements, errors, or omissions.

    3. Yieldtree makes no representations or warranties of any kind, either express or implied, including (without limitation) warranties as to the accuracy or completeness of any information or non-infringement of intellectual property.

    4. Whilst all reasonable care has been taken in providing this information, Yieldtree:

      1. does not warrant the accuracy and completeness of information accessed at or through this Website; and
      2. does not accept any responsibility for any action taken in reliance thereon by any party who views the contents of or uses this Website.
    5. Yieldtree does not represent that a user may successfully register to become a registered member without question and reserves the right to deny an application or de-register a user and close any related account for any reason; in these circumstances, you release and hold Yieldtree harmless in respect of all liability for any loss or impact from being denied registration;

    6. Yieldtree may make changes to the materials at this Website at any time without notice. The materials at this Website may be out of date and Yieldtree makes no commitment at any time to update the materials at this Website.

    7. Nothing in these Terms 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 to be void.

  4. Registration

    1. You may need to be a registered member to access our Services, including certain features of our Website.

    2. When you apply to become a registered member, you will provide us with personal information including but not limited to your name, email address, telephone number and (if relevant) business name. You must ensure that this information is accurate and current and promptly let us know if any of it subsequently changes.

    3. When you become a registered member and activate your account, we will provide you with a user name and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name. You must not disclose your password to anyone else.

    4. Please be aware that whilst Yieldtree will not be bound to provide you with Services prior to you registering, your use of the Website prior to that point (e.g. any browsing activity of the publicly accessible portions of the Website) will remain subject to these Terms. For clarity, we note that successful registration does not guarantee that you will be able to make any investment in all financial products that may be promoted through the Website. Yieldtree reserves the right to reject an application to be a registered member for any reason it sees fit.

    5. If and when you become a registered member, you acknowledge and agree that:

      1. we will provide you with information about particular opportunities to invest in financial products through our Website;
      2. if you are interested in investing in any financial product promoted through our Website, you must first read the offer document made available in full and agree to be bound by it;
      3. we may use a third-party nominee selected at our discretion, whom you will authorise us to appoint to hold an investment on your behalf when you ask us to arrange for you to make an investment;
      4. when you give us an instruction to arrange for an investment in a financial product to be made on your behalf and provide us (or the issuer of the product, as applicable) with the required amount in cleared funds, we will arrange for an application to be made to acquire that financial product using the funds you have made available and, if the application is accepted by the relevant product issuer, held on your behalf;
      5. we cannot guarantee that any issuer will accept any application made to invest in a financial product on your behalf in part or in full; and
      6. legal title to any financial product that is acquired using the funds you have made available to us may be held by a nominee and not by you.
  5. Wholesale clients only

    1. The Services which Yieldtree provides enable wholesale clients and professional clients to make investments in asset backed loan products. Yieldtree is only able to provide these Services to persons who qualify as wholesale clients as defined in Chapter 7 of the Corporations Act 2001 (Cth) (“Corporations Act”) (“Wholesale Clients”), or to persons who qualify as professional investors as defined in Section 708 of the Corporations Act (“Professional Investors”).

    2. By clicking to accept or agree to the Terms where this option is made available to you by Yieldtree in the user interface, or by continuing to use the Website, you acknowledge that the information contained within it is intended for use by Wholesale Clients and Professional Investors only, and you are representing that you are a Wholesale Client or Professional Investor. You consent to Yieldtree requesting further information and/or document/s from you to verify that you are a Wholesale Client or Professional Client.

  6. Collection of Information

    1. You authorise Yieldtree to collect and access your information from time to time for the purpose of providing our services to you including to respond to your enquiries, process your account application, process investment requests, and for other reasons set out in our Privacy Policy. If you do not provide this information to us we may not be able to provide you with all of our Services.

    2. We may disclose your personal information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our Services to you.

    3. We take the privacy of your personal information seriously, and any personal information provided to us is covered by our Privacy Policy. This Policy explains:

      1. how we collect, store and use, and how you may access and correct your personal information;
      2. how you can lodge a complaint regarding the handling of your personal information; and
      3. how we will handle any complaint.
    4. If you would like any further information about our Privacy Policy or practices, please access our Privacy Policy through the Website or alternatively contact us at info@yieldtree.com

    5. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.

  7. Electronic communications

    1. To the maximum extent possible, we choose to carry out transactions and deliver our Services by means of electronic communication in accordance with the Electronic Transactions Act 1999 (Cth) and any regulations. You consent to using electronic means to form, or agree, or agree to, or bind you to, legal obligations in relation to this Website, the use of our Services and any investment that you may ask us to arrange to be made on your behalf. Therefore, where you indicate through electronic means your agreement to, or acceptance of, terms and conditions, offers and other documents, you will be taken to have agreed to, or signed them and such action will have the same legal effect as you physically placing your signature on a paper form of the relevant document.

    2. Where we are required, by law or otherwise, to provide you with any documentation, you consent to the provision of that document electronically through links provided through this Website or any other electronic means we choose to use. You must regularly check your email and the Website for any documents. You may withdraw your consent to the giving of documents by electronic communication at any time by contacting us at info@yieldtree.com, however you acknowledge that by doing so may limit the Services that we can provide to you and may prevent you from holding an account with us. We suggest that you print a copy of important documents, or download and retain them on file electronically for future reference.

  8. Intellectual Property

    1. The trademarks, service marks and logos (“Trade Marks”) used in this Website 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.

    2. Our domain name www.yieldtree.com 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.

    3. This Website, its design, layout, content, and structure may not be copied, reproduced, adapted or transmitted in any form without our prior written consent.

    4. You may only print, display or download temporary copies of the content of the Website to your own computers for your own use. Your registration and use of our Website confers no rights whatsoever to the content or related intellectual property rights contained in our Website. You agree not to monitor, use or copy our web pages or any content on the Website, including without limitation any price data. Unauthorised use constitutes copyright and/or trademark infringement and may be prosecuted.

  9. Confidentiality

    1. Confidential Information includes non-public information that Yieldtree provides or otherwise makes available to investors with respect to the subscription for investments offered on our Website. This includes, without limitation, loan terms, borrower names, lender names, property information including address, information relating to lenders, partners and third-party business and companies, pricing, and loan agreements (“Confidential Information”).

    2. You agree that all Confidential Information obtained via your use of the Website shall be kept strictly confidential by you and used only for the purpose of making an offer to subscribe for investments via the Website and shall not be disclosed by you to any third party whatsoever.

    3. You agree not to contact, either directly or indirectly, any borrower, lender or real estate company in connection with a property, loan or investment listed on the Website, 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 investment listed on the Website.

    4. Your obligations in connection with Confidential Information under these Terms of Use do not apply to Confidential Information which you can demonstrate:

      1. was discovered or developed by you independently without reliance on the Confidential Information; or
      2. 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.
    5. You undertake not to use the Website to:

      1. Collect information provided by the Website for any purpose other than researching potential subscription for investments listed on the Website and subscribing for such investments;
      2. Copy, transmit or redistribute any information obtained on the Website to any third party;
      3. Behave in any unlawful manner or in any other manner that could damage, disable, overload or impair the Website or the servers on which it is hosted;
      4. Falsely misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity; or
      5. Use or attempt to use another person’s user account without written authorization from us, or create a false identity in relation to the Website.
  10. General Advice Only

    1. The Website and the information it contains have been prepared by Yieldtree for general informational purposes only and it is not an offer to sell or a solicitation to buy any financial product.

    2. While all reasonable efforts have been made to ensure that the information and content contained in this Website is accurate and current, it has been prepared without taking account of your objectives, financial situation or personal needs. Consequently, before acting on the information on this Website, you should consider the appropriateness of the information in view of your own objectives, financial situation and personal needs.

    3. Yieldtree makes no representation and gives no advice in respect of any financial, investment, tax, legal or accounting matters in any jurisdiction, including the suitability of any financial product to any investor.

  11. Acknowledgements, representations and warranties

    1. By applying for registration and on each occasion when you instruct us to arrange for an investment in a financial product to be made on your behalf:

      1. you represent and warrant that you are a Wholesale Client or Professional Investor and you agree to provide all documents and information we reasonably request for the purposes of verifying your status as a Wholesale Client or Professional Investor;
      2. you confirm that, prior to submitting your application for registration and prior to giving us any instruction to arrange for an investment to be made on your behalf, you have read and understood these Terms and, if applicable, any investment or offer documents, information, or other communications provided to you by Yieldtree or any third party electronically through text message, the Website, email or otherwise over the internet;
      3. you agree that you will use the Website to provide us with your instructions for all transactions you wish for us to arrange on your behalf unless otherwise required and instructed by Yieldtree or agreed in advance with Yieldtree;
    2. on any occasion on which you instruct us to arrange an investment in a financial product to be made on your behalf:

      1. you confirm that you have read the offer document for the relevant financial product in full;
      2. you warrant that none of the funds you provide for the purpose of investing in the product represent the proceeds of money laundering, fraud or any other criminal activity;
      3. you acknowledge that, once we have received cleared funds from you in additional to the relevant required signed paperwork, we will arrange for an application to be made to invest the amount which you have nominated to us in your instructions in the product;
      4. we cannot guarantee that the issuer will accept the application in whole or in part; and
if the issuer accepts the application, the legal title to the investment may be held in the name of a Nominee on your behalf;
    3. you agree and acknowledge that we will use your personal information to send you messages containing important information. These messages are an important part of the Services that we provide to you and will be sent to you as long as you are a registered user. You acknowledge that you cannot opt-out of receiving these messages;

    4. you warrant that:

      1. if you are acting as a trustee, you have authority to enter into these Terms and provide us with instructions to arrange for investments to be made on your behalf in your capacity as trustee;
      2. if you a financial adviser acting on behalf of a client, you have the authority from that client to enter into these Terms and use the Website and Services on their behalf;
      3. if you are acting as a corporation, you are validly constituted;
      4. you are authorised to provide the information made available to Yieldtree, and that if you are providing information on behalf of a corporation or other body, that you are authorised to bind that body to these Terms and, if applicable, any investment documents;
      5. it is not unlawful for you to enter into these Terms, apply for registration or use our Services;
    5. you acknowledge that you may only terminate your access to the Website and your relationship with Yieldtree under these Terms by contacting Yieldtree by email;

    6. you acknowledge and agree that any person listed as an authorised person in relation to your access as a registered user of the Website and our Services can provide instructions to us and that we can act on the instructions of any of those persons without making further inquiries;

    7. you acknowledge that, in considering your application for registration and providing any Services to you, we must comply with, and cannot do anything contrary to, our obligations under the Corporations Act and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”) and any other applicable legislation;

    8. you agree and acknowledge that we may pay referral fees to related bodies corporate or third-party entities in relation to investments in financial products that we may arrange to be made on your behalf;

    9. you acknowledge that you must, and undertake to, review all confirmations of transactions sent to you as soon as possible. Confirmations shall be binding upon you, unless you inform us electronically or in writing within 2 business days of receipt that there is an error or discrepancy; and

    10. you acknowledge and agree that we make no guarantee that any investment you make using our Services will be successful – our responsibility to you with respect to any investment is limited to using our best endeavours to ensure that an investment is made on your behalf in a proper and efficient manner.

  12. Anti-Money Laundering

    1. In accordance with the AML/CTF Act, Yieldtree is required to identify, and verify the identity of new investors (and in certain circumstances, existing investors). In order to do this, Yieldtree must collect certain information and documentation from each investor. If you do not provide this information to us, Yieldtree will not be able to process your application for registration and in these circumstances, will not be liable to you for any resulting loss or any other impact from being denied an account. Yieldtree may be required to collect further information from you in accordance with its ongoing customer due diligence obligations under the AML/CTF Act.

    2. Yieldtree, its partners and/or affiliates are obliged under the AML/CTF Act to take and maintain copies of any information/documentation collected from you and, in certain circumstances, may be required to disclose such information to the Australian Transaction Reports and Analysis Centre (AUSTRAC) or other government bodies. Yieldtree may be prohibited from informing you of such disclosure. Aside from disclosures permitted or required under the AML/CTF Act, Yieldtree will keep your information confidential in accordance with relevant legislation.

    3. In order to comply with the above mentioned regulations, you acknowledge that Yieldtree uses third-party providers of identity verification (“Identity Service Provider”). You confirm that you are authorised to provide the personal information given, and you consent to the information given being checked with the document issuers or official record holders, credit bureaus, mobile phone providers, or any other systems via Yieldtree’s third party Identity Service Provider for the purposes of identity verification and AML/CTF compliance. You consent for the details and results from this identity verification to be stored for audit and compliance purposes with the Identity Service Provider.

    4. You are acknowledging that, when you instruct Yieldtree to arrange for you to invest in a financial product, the product issuer may, in its absolute discretion, not issue financial products, cancel any financial products previously issued that are held on your behalf, delay, block or freeze any transaction or redeem any financial products issued to you or to a nominee to hold on your behalf as applicable if they believe it necessary in order to comply with their AML/CTF legislative obligations. In these circumstances, Yieldtree will not be liable for any resulting loss. It is an offence to provide false or misleading information to Yieldtree or any other person.

  13. Links to other sites and third party materials

    1. This Website contains materials which have been prepared by third parties and links to other sites. When accessing any sites or servers maintained by other organisations through links on this Website, you agree that:

      1. links are provided for the convenience of our Website users only and we take no responsibility for the content or operation of those sites. Unless otherwise stated, linked sites and their products and services are not endorsed by us and you access any such site at your own risk;
      2. those links are provided for convenience only and may not remain current or be maintained;
      3. we are not responsible for the content or privacy practices associated with linked sites;
      4. our provision of links to other sites does not constitute an endorsement, approval or recommendation by us of the owners or operators of those linked sites, or of any information, graphics, materials, products or services referred to or contained on those linked sites;
      5. we have not independently verified (and to the extent permitted by law, disclaim all liability for) the accuracy or completeness of content displayed on any linked site; and
      6. you indemnify us against any loss or damage we suffer which results from your use of that other site in a way which breaches the terms which govern its use.
      7. You acknowledge that any third party materials appearing on this Website are not necessarily controlled or monitored by us and that the views expressed in such materials are not necessarily ours.
  14. Assignment

    1. Yieldtree may assign its obligations under the Terms without prior notice to you, provided that the relevant assignee undertakes to perform all of Yieldtree’s obligations.

    2. You may not assign or deal with the whole or any part of your rights and/or obligations under these Terms without the prior written consent of Yieldtree.

  15. Termination

    1. If you want to terminate your legal agreement with Yieldtree under these Terms, you may do so by providing Yieldtree with 90 days’ notice of your intention to terminate by sending notice to us via info@yieldtree.com

    2. Subject to local applicable laws, Yieldtree may (in its discretion, and without limiting the remedies available to Yieldtree in any way) at any time, terminate its legal agreement with you under these Terms, suspend or terminate your registration and/or your access to all or part of the Website if:

      1. you have materially breached any provision of the Terms or any applicable law or Yieldtree reasonably believes or suspects that you intend to breach any provision or applicable law;
      2. your conduct adversely impacts Yieldtree’s name or reputation or violates the rights of Yieldtree or those of another party, or Yieldtree reasonably believes or suspects that you intend to conduct yourself in such a manner that adversely impacts Yieldtree’s name or reputation or violates the rights of Yieldtree or those of another party;
      3. Yieldtree is required to do so by law;
      4. Yieldtree is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Services; or
      5. the provision of the Services to you by Yieldtree is, in the opinion of Yieldtree, no longer commercially viable. In this case we will not be required to justify the reasons for the commercial viability of providing services to you.
    3. When the agreement between you and Yieldtree constituted under these Terms comes to an end, all of the legal rights, obligations and liabilities that you and Yieldtree have benefitted from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

  16. Indemnity

    1. You agree to indemnify Yieldtree, its affiliates, directors, employees, agents, contributors, third party content providers and licensors from and against:

      1. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Website and/or our Services;
      2. any direct or indirect consequences of you accessing, using or transacting through the Website, using the Services or attempting to do so;
      3. any material breach of the Terms or the terms of issue of any financial product which we have arranged to acquire and where applicable hold on your behalf; and/or
      4. any act of fraud or wilful misconduct committed by you or a person acting on your behalf.
    2. The indemnities in this clause survive termination of the agreement between you and Yieldtree under the Terms.

  17. Limitation of liability

    1. Yieldtree’s total liability arising out of, or in connection with, the Website (including its content), the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed:

      1. the resupply of the Website content or Services to you; or
      2. in the case of information or services supplied or offered by us for a fee, the re-supply of the information or services or payment of the cost of doing this.
    2. To the maximum extent permitted by law, we accept no, and exclude all, liability for information or services we have supplied or offered for free.

    3. In no event shall Yieldtree be liable for any incidental, indirect, exemplary, punitive and/or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to use the Website.

  18. Lawful and authorised use only

    1. You may only use this Website for lawful purposes and for the purposes explicitly outlined and authorised in these Terms. If you are required to provide a username and password in order to access or otherwise use any part of this Website, you must keep that username and password confidential and not provide them to anyone other than us.

    2. You are responsible for all activity that takes place when your username and password have been used to log in to the Website. You must immediately inform us if you believe that there has or may have been unauthorised access to your account.

    3. You are authorised to:

      1. download and view content from the Website;
      2. register your interest in receiving further information from us in relation to our Services and opportunities we may offer to you (or invite offers from you) in the future; and
      3. use the software included in this Website in doing this, for your own personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. You must not, without our prior written permission, exploit any of our Website materials for commercial purposes.
    4. Otherwise, you are not authorised, without our prior written permission and the permission of any other relevant rights owner, to copy, broadcast, reproduce, republish, store (in any medium), transmit, broadcast, distribute, show or play in public, adapt or change in any way the content of, or create a derivative work from, this Website for any other purpose.
    5. This prohibition does not extend to materials on this Website which are expressed to be freely available for re-use or replication, subject to any conditions we specify.
  19. General prohibitions

    1. You must not use this Website, or any tools or applications offered through this Website, in a manner which, or up-load, post, transmit or otherwise make available through this Website any material which:

      1. violates or infringes the rights of others (including their intellectual property, privacy and publicity rights);
      2. is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
      3. encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law;
      4. restricts or inhibits any other user from using or enjoying this Website;
      5. affects the functionality or operation of this Website or its servers or the functionality or operation of any users’ computer systems (for example, by transmitting a computer virus or other harmful component, whether or not knowingly); or
      6. breaches any standards, content requirements or codes of any relevant authority, including authorities which require us to take remedial action under any applicable industry code.
    2. You must not use the Website to collect any personal information on other individuals, including related entities, or to upload personal information of other individuals, including their names, address, phone number, related entities or any other identifying information or for any unlawful purpose.

    3. You, and your associates or related bodies corporate must not violate, attempt or procure another person to violate the security of the Website. You must not ‘hack’ into the Website, Yieldtree information technology systems or the information technology systems of other users of the Website. “Hacking” means unauthorised access, malicious damage and/or interference and includes, without limitation, spamming, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer or information technology system, broadcast attacks or any other method designed to damage or interfere with the operation of an information technology system or website. For clarity, information technology systems include desktop computers, notebooks, laptops, servers and hosted digital platforms.

  20. Co-operation with authorities

    1. We reserve the right to co-operate fully with any law enforcement authority in any jurisdiction in respect of a lawful direction or request to disclose the identity or other information about anyone posting materials on the Website which the authority claims violates any applicable law.

  21. Dispute Resolution

    1. If a dispute arises between you and Yieldtree out of or relates to the Terms, neither party may commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

    2. The party claiming a dispute (“Dispute”) has arisen under the Terms must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute (“Notice”).

    3. On receipt of the Notice by the other party, the parties to the Terms (“Parties”) must, within 30 days of the Notice, endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

    4. If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee.

    5. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

    6. The mediation will be held in Sydney, New South Wales, Australia.

    7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

    8. If 90 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

  22. Waiver or variation of rights

    1. Any failure or delay by a party in exercising a power or right (wholly or partially) under these Terms does not operate as a waiver or prevent that party from exercising that power or any other power or right.

    2. A party is not liable to the other party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

  23. Powers, rights and remedies cumulative

    1. Subject to anything expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that party.

    2. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right or remedy that a party may have at any time against the other party to these Terms or any other person.

  24. Force Majeure

    1. If performance of these Terms or any obligation under these Terms is prevented, restricted or interfered with by causes beyond a party’s reasonable control (“Force Majeure”), and the affected party notifies the other party promptly in writing of such occurrence, then the affected party’s obligations will be suspended to the extent necessary.

    2. For the avoidance of doubt, an act or omission will be deemed to be within a party’s reasonable control if it is committed, omitted or caused by the party or their employees, officers, agents or affiliates.

    3. Without limitation, the term “Force Majeure” includes natural disasters, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs and work stoppages.

    4. The affected party must use reasonable efforts under the circumstances to avoid or remove the causes of non-performance and must promptly proceed to perform its obligations when the relevant cause or causes cease or is or are removed.

  25. Venue and Jurisdiction

    1. The Website and the Services offered by Yieldtree covered by these Terms are intended to be viewed by and provided to residents of Australia. These Terms also cover investments sited in Australia to foreign residents. In the event of any dispute arising out of or in relation to the Website or the Services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

  26. Governing Law

    1. The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created under the Terms shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia.

  27. Severance

    1. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.