Terms of Service – Clifton Capital

Thank you for choosing Clifton Capital. We’re happy you’re here. Please read this agreement carefully before using our services. Because it is such an important contract between us and our clients, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

Clifton Capital’s Terms of Service

Effective date: December 1, 2023

Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There’s not going to be a test on it, but it’s still useful information.

The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service”).
“Clifton Capital,” “We,” and “us” refer to Clifton Capital Partners (ABN 91 605 309 108), as well as our directors, contractors, and employees.
The “Service” refers to the products, and services provided by us.
The “Website” refers to Clifton Capital’s website located at cliftoncapital.com.au, and all content, services, and products provided by us at or through the Website.
“Clients,” “you,” and “your” refer to the individual person, company, or organisation that has visited or is using the Website or Service.

Lending Terms

Short version: We pay interest on funds that you lend to us. Any funds received from you are considered as loans that we must duly repay. We apply your funds to business opportunities with the aim of earning a return higher than our cost of borrowing. At any time, you can increase the size of your loan by contributing additional funds. We can repay the loan in full at any time. You can make full or partial withdrawals at any time, subject to waiting periods.

Background

Clifton Capital has access to financing opportunities that usually earn a rate of return that is higher than the cost of borrowing under this Agreement.
In consideration of you loaning funds to us, and us repaying the loan to you, we agree to keep, perform and fulfill the promises and conditions set out in this Agreement.
Clifton Capital is not licensed or registered to provide financial services, and our offer to clients is not intended as such.

Contributions

Contributions are funds that you lend to us.
Receipt of one or more Contributions from you constitutes acceptance of the terms of this Agreement.

Withdrawals

Withdrawals are funds that we send to you.
Withdrawn funds comprise interest and/or principal components of the loan.
You agree to notify us in writing (including via our online form) of your intention to withdraw any of your funds.
Upon receipt of a withdrawal request, we agree to repay the amount within 30 days, unless an Exceptional Event is declared (see Risks).
We generally aim to repay funds as soon as possible (usually within days of receiving a withdrawal request).

Loan Balance

The Loan Balance is the total sum of Contributions less Withdrawals.
Minimum Loan Balance is $50,000, maximum is $1,000,000.

Interest

We agree to pay interest on the Loan Balance, calculated daily and applied monthly.
The interest rate is based on the official cash rate set by the Reserve Bank of Australia (henceforth ‘RBA Cash Rate’) plus a margin of 3.50%.
Interest will accrue from the date of receiving cleared funds.
Interest is applied to the Loan Balance on the first business day of each month.
We agree to distribute Interest in accordance with banking instructions provided by you.
Where no banking instructions are provided, we will treat Interest payments as Contributions.

Loan Term

You agree to notify us in writing of your intention to withdraw all or part of your funds. Until such time, the Loan will continue per the terms of this Agreement.

Early Repayment

We are entitled to make early repayment of the Loan Balance plus any outstanding Interest at any time.
Upon repayment of all monies outstanding under this Agreement, the Agreement becomes terminated.

Required Information

You agree to provide us with information that we may request in order to verify your identity and communicate with you.
For the purpose of returning your funds, you agree to provide us with your banking details.

Risks

Short version: Every opportunity comes with a variety of risks, which means there is really no such thing as risk-free. Of course, the degree of risk varies and some opportunities are less risky than others. Our offer to borrow funds and pay interest does not signal a safe opportunity. It means that we have agreed to duly repay the loan. While we strive to be a responsible borrower, there is a non-zero risk that we will be unable to fulfill our obligations. In other words, it is possible that you could lose some or all of your money. We’ve tried to imagine a range of worst-case scenarios and plans to handle them.

How Capital is Risked

We invest borrowed funds. There is a risk that the investments we make will fall in value.
We aim to create a diversified portfolio to reduce our exposure to certain risks. In this way, we expect it to be less likely that we will be subject to sharp swings in the value of our portfolio.
We deploy capital; according to multiple investment strategies, into a diverse range of debt and asset classes, across a range of time horizons, and into both long and short positions (to profit from positive and negative market movements).
Since much of our portfolio is event-driven, we are more often out of the market than in it. If and when the share market falls heavily, for example, there’s a good chance that we’re not even invested at the time. When capital is deployed, our time horizons are typically very short (e.g. hours or days), thereby further reducing our exposure to large market swings.
In the event that the value of a Lender’s capital is impaired, we will be required to make up the difference from our net assets. However, our ability to cover any short-fall is limited by the value our net assets.
We maintain significant cash collateralisation to safe-guard our ability to honour withdrawal requests at all times.
We maintain cash flow estimates quarterly and in advance and have sufficient cash and liquid assets to satisfy our projected needs for the following 12 months.
These factors aim to ensure our ability to repay all loans over a wide range of unforeseen circumstances.

Exceptional Event

From time to time, some of our investments may be illiquid, which means that it may not be possible to convert these assets back into cash in a timely manner. This fact, combined with the unlikely but possible scenario of an unexpected increase in withdrawal requests and a drop in asset values, may render it difficult for us to facilitate withdrawals in the time-frame specified in this Agreement.
We reserve the right to consider a variety of factors to trigger an Exceptional Event, such as, but not limited to, a rate of withdrawal that is above expectations, or the death or incapacitation of one of our directors.
Clients will be notified in writing as soon as practicable that an Exceptional Event has been declared.
An Exceptional Event permits invocation of Contingent Withdrawal Rules and does not extinguish the loan terms of this Agreement.
We have never declared an Exceptional Event and hope it remains an unused contingency.

Contingent Withdrawal Rules

Following an Exceptional Event, we reserve the right to restrict withdrawals to the greater of 10% of the Loan Balance or $10,000 per investor per month.
This condition aims to ensure that all clients are treated fairly and, where necessary, that sufficient time is made available to permit the orderly sale of less liquid assets.

Changes to These Terms

Short version: We want our clients to be informed of important changes to our terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Clients of material changes to this Agreement, such as changes to interest rates or withdrawal limits, at least 30 days prior to the change taking effect by sending an email to your registered email address. For material and non-material modifications, your continued use of the Website and/or our Products or Services constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it, excepting this Agreement) with or without notice.

Miscellaneous

Short version: We want to ensure that our clients’ interests are protected. Here you’ll find legal details including our choice of law and statements that aim to ensure the enforceable nature of this Agreement. To be clear, our Services and this Agreement are not intended as financial advice.

Governing Law

This Agreement will be construed in accordance with and governed by the laws of the State of New South Wales, Australia.

Costs

All costs, expenses and expenditures including, without limitation, the complete legal costs incurred by enforcing this Agreement as a result of any default by us, will be added to the Loan Balance then outstanding and will immediately be paid by us.

Binding Effect

This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Clifton Capital and our Clients. We waive presentment for payment, notice of non-payment, protest, and notice of protest.

Severability

The paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

General Provisions

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

No Financial Advice

Our services are not intended as an invitation or offer to enter into any agreement or investment of any kind. Clifton Capital is not licensed or registered to provide financial services of any kind.

To the extent that any information in this Agreement is financial or investment advice, the advice does not take into account the particular financial circumstances of individual investors. Investors should seek their own professional advice or consider for themselves whether the advice is appropriate in light of their particular financial circumstances before lending.

Questions

Questions about the Terms of Service? Contact us.