APEXFusion Pty Ltd
ABN 73607472122 AFSL 502xxx
Issue Date: xx Sep 2021
This Financial Services Guide (FSG) is designed to assist you in deciding whether to use any of the financial services offered by Birchal Financial Services (BFS). It provides you with an understanding of what to expect from your interactions with BFS.
You can contact and find out more information about BFS in the following ways:
BFS is an Australian Financial Services (AFS) licensee authorised to provide a crowdfunding service (a CSF Intermediary) to retail and wholesale clients, for fully-paid ordinary shares of eligible CSF companies published on our offer platform titled Birchal (the Platform), accessible at www.birchal.com (the Website).
BFS is also authorised under its AFS licence to provide general financial product advice to retail and wholesale clients in relation to securities.
BFS is not authorised to provide personal advice. You should consider your own specific objectives, financial situation or needs and seek independent accounting, financial, taxation, and legal advice, before making any investment decision.
A CSF Intermediary has certain specific obligations that apply in recognition of its important role as a ‘gatekeeper’ for its platform, which include:
BFS is a wholly-owned subsidiary of Birchal Pty Ltd ABN 11 616 478 767 (Birchal). Birchal provides a business networking platform and hosts a range of non-investment, time-based campaigns via the Website. Use of the Website is subject to the Birchal Terms of Service (available at www.birchal.com).
Offers of securities in eligible CSF companies (CSF Offers) and expressions of interest campaigns (EOIs) are facilitated by BFS via the Website and involve the provision of a crowdfunding service. Crowdfunding services are marked on the Website with an “i”.
EOI Campaign Fee
Administration Fee
Success Fee
*If an issuer’s circumstances are complicated, for example, where BFS is required to perform extensive investigations to determine an Issuer’s eligibility to make a CSF offer, BFS reserves the right to increase this fee by separate agreement with the Issuer.
From time to time, BFS or Birchal may receive fees for additional services, for example under an advertising or marketing agreement. Interest on funds held in trust will be retained by us and not paid to Issuers on completion, or to Investors if the Offer is unsuccessful. In certain circumstances, BFS may also receive a success fee from Issuers for funds raised from Investors introduced through the BFS platform who provide funds outside the platform, and not under a CSF Offer on the BFS platform, within 12 months of an Issuer’s EOI or CSF Offer (as the case may be).
From time to time BFS or Birchal may pay referral fees to third parties that introduce issuers or investors to the Platform. Referral fees may be calculated as either a percentage of the success fee to be received by BFS, the amount raised under the relevant CSF Offer, the amount invested in a CSF Offer by an investor, or a flat fee.
For more details on the Birchal Referral Program, please visit https://www.birchal.com/referrals
You must create an account prior to accessing any of the services available on the Website. Issuers and Investors can create an account on Birchal by selecting the “Sign-Up & Login” button on the Website. By creating an account and using the Website, you agree to the Website Terms of Service (available at www.birchal.com) as amended from time to time.
EOI Campaigns are a useful way for Issuers to assess demand for a potential CSF offer. A live EOI campaign will be viewable from an Issuer’s profile page. Once you have created an account and logged-in, you can express your interest in a Company’s EOI campaign. By expressing your interest, you are making a non-binding indication of your interest to participate in the company’s intended CSF Offer (if and when it proceeds). Submitting an expression of interest is not an investment, and does not create any obligations or rights.
A CSF Offer is an offer of fully-paid ordinary shares in an eligible CSF company (the Issuer). A CSF Offer is made under a CSF Offer Document, which contains important information about the Issuer and the offer. You must consider the CSF Offer Document and the general CSF risk warning before making any investment.
Applications for shares under a CSF offer hosted by BFS can only be made via the application facility operated by BFS on the Website. Once you have created an account and logged-in, you can apply for shares under a live CSF offer accessible from the relevant Issuer’s profile page.
BFS engages Assembly Payments to provide payment processing services in relation to CSF Offers hosted by BFS on the Website. In order to apply for shares under a CSF offer, you must agree to the Investor Terms (within the Website Terms of Service) and Assembly Payments’ End User Agreement (which governs your use of Assembly Payments’ payment processing services).
All application money in relation to a CSF offer will be held on trust by BFS in a designated client money account in accordance with BFS’ obligations under the Corporations Act 2001 (Cth).
Communications Facility
While a CSF Offer is open, BFS will provide and administer a communications facility for the CSF Offer, where Website users can ask questions of the Issuer, BFS, see and make comments in relation to the CSF Offer.
When a CSF Offer will be suspended
When a CSF Offer will be closed
If an offer is unsuccessful (i.e. because the minimum offer target has not been reached and the period for the CSF Offer has expired), BFS will refund your application money as soon as practicable after the CSF Offer is closed. No interest will be paid to you on your application money.
Once an offer is complete, BFS will notify the Issuer and provide: details of all application money held in respect of a CSF Offer, details of all successful applicants under the CSF Offer, and instructions to issue shares.
BFS will request that the Issuer confirm and provide evidence that it has complied with the terms of the CSF Offer, including: shares being issued, investment perks being delivered/ fulfilled, and request for ASIC record to be updated.
Provided that BFS is satisfied that the Issuer has issued shares and otherwise complied with the terms of the CSF Offer, BFS will pay the Issuer the application money received in response to the CSF Offer, less any fees payable to BFS, as soon as practicable. No interest will be paid to an Issuer for the time the application money was held by us.
Once you have created an account and logged-in, you can create a company profile by selecting the “Create a Company” button on the Website. The “Create a Company” wizard will step you through the process for creating a beautiful company profile.
Once you have created a Company Profile, you can set up a Pitch from your company dashboard. A Pitch is a longer-form Company Profile that enables you to include more information about your company on your profile page (eg product & service, business model, team members etc).
Once you have created a Company Profile, you can Create a Campaign from your company dashboard, which includes EOIs and CSF Offers. Please refer to the CSF Hosting Agreement for further information about EOIs and CSF Offers.
If you are an eligible CSF company wishing to make a CSF Offer, you must prepare a CSF Offer Document for each offer you make. The CSF Offer Document must contain certain minimum information prescribed under the law. In addition, the CSF Offer Document must be worded in a ‘clear, concise and effective’ manner.
If you are considering investing via a CSF Offer, you should consider the CSF Offer Document carefully before investing. A CSF Offer Document includes the following important information: Risk warnings – A general risk warning about crowd-sourced funding (prescribed by law); Information about the company; Information about the offer; and Information about investor rights.
If you are an eligible CSF company, prior to making a CSF Offer on the Platform, you must enter a CSF Hosting Agreement, which sets out the arrangement with BFS for the hosting of an expression of interest (EOI) campaign, publication of a CSF Offer Document and the conduct of the CSF Offer on the Platform.
By participating in a CSF Offer, you agree to and are bound by the BFS Investor Terms (included within the Website Terms of Service) as amended from time to time, available at www.birchal.com.
All CSF Offers on the Platform have a subscription agreement between the company making the CSF Offer, and each person applying for shares under the CSF Offer, and governs the terms and conditions on which shares will be issued, investment perks will be delivered/ fulfilled, and payment will be made. BFS is not a party to the subscription agreement. By participating in a CSF Offer, you agree to and are bound by the relevant subscription agreement.
If you have a complaint about any of our services, BFS has established complaint resolution procedures set out below:
Your first point of contact for raising concerns or providing feedback is contacting us directly. We will do our best to resolve any issues you may have quickly.
If you are unhappy with the response you have received or you would like to escalate the matter, you can contact our Complaints Officer. Our Complaints Officer will work closely with you to attempt to resolve your concern quickly and amicably. We will update you regularly until the matter is resolved.
If you are not satisfied with the steps taken by BFS to resolve the complaint, or with the result of BFS’s investigation, you may wish to contact the Australian Financial Complaints Authority (AFCA) within 2 years of our final response.
Please note that before AFCA can investigate your complaint, they generally require you to have first provided BFS with the opportunity to address the complaint.
BFS has professional indemnity insurance in place which satisfies the requirements for compensation arrangements pursuant to s912B of the Corporations Act and ASIC policy guidance. This policy is subject to terms and exclusions and covers claims made against BFS in relation to financial services provided by our current and former employees. Neither BFS, nor any of its directors, authorised representatives, employees, or agents, makes any representation or warranty as to the reliability, accuracy, or completeness of any advice.
If you have any further questions about the financial services which we provide, please call us on 0426 252 429.
Please retain this document for your reference and any future dealings with us.
