Terms of Service

Struck provides a workspace for running a capital raise: a dataroom, investor qualification records, question and answer, electronic signing, settlement tracking and a share register, together with tools that draw on those records. People use it in one or more roles: as a company raising capital, as an adviser running a raise for a company, or as an investor.

You need an account to use most of the platform. Keep your sign-in details to yourself, enable multi-factor authentication where it is offered, and tell us straight away at privacy@struckhq.com if you think your account has been used by someone else. You are responsible for what is done through your account until you do.

You must be at least 18 and able to enter a binding agreement.

Struck is software the parties to a raise use to organise and record it. Every offer of securities made through the platform is made by the company issuing them. Every decision to invest is made by the investor. Every judgement about compliance is made by the company and the advisers it engages.

Struck does not:

• provide financial product advice, personal or general, or recommend any investment. Nothing on the platform, including summaries, answers assembled from documents, checklists and calculations, is a recommendation or an opinion about whether an investment suits you;
• deal in, arrange or underwrite securities, or act as a market or a crowd-sourced funding intermediary;
• hold, receive or transmit client money. Payments are made between the investor and the company;
• verify the accuracy of anything a company, an adviser or an investor puts on the platform;
• hold an Australian financial services licence, and it does not act as an authorised representative of one.

If you are an investor, read the offer documents, consider whether the investment suits your circumstances, and take advice from a licensed adviser if you need it. If you are an adviser, you act under your own licence or authorisation, and you are responsible for your conduct on the platform as you are anywhere else.

The platform includes tools that help a company keep within the law: the count of offers under the small-scale exemption in section 708 of the Corporations Act, certificate expiry tracking, filing deadlines and reminders, and calculations of shares, prices and proceeds. They work from the records you and the other parties enter, and they implement our reading of the rules as they stand.

They are aids, not a compliance service. The company and its advisers remain responsible for the accuracy of the records, for offers being made lawfully, for lodging what must be lodged, and for checking any figure before relying on it. Where a tool says it does not model something, it does not.

The register a company keeps on Struck is the company’s register, kept with our software. The company keeps and maintains its register using the platform; Struck does not agree to maintain a register on any company’s behalf, and the company remains responsible for making it available for inspection and for giving copies when asked. The company is the keeper of the record and must confirm any change before it is relied on for a lodgement or a certificate. Changes are recorded in a hash-chained ledger so that alteration can be detected, and we will not change a ledger entry at anyone’s request except to correct an error in the way we recorded it, with a further entry that says so.

A company can always read, print and export its register, including while its account is suspended or a fee is unpaid: those pause outward actions such as new invitations, never the company’s own access to its register. A company that leaves the platform can export its register and its executed documents, and we retain them for the period in the Privacy Policy.

By signing a document on the platform, or through our e-signature provider, you agree that your electronic signature has the same effect as a handwritten one, and you consent to receiving documents electronically. We record the signer, the time, the network address and the document, and we store the executed document with a cryptographic digest taken when it was signed.

A company executes documents under section 127 of the Corporations Act through the officers it records on the platform. It is the company’s responsibility to record the right officers.

You own what you put on the platform: documents, register data, questions and answers, terms and messages. You give us a licence to host, copy, process and display it to the extent needed to provide the platform to you and to the other parties to your raise, including to produce AI-assisted answers and classifications from it. That licence ends when the content is deleted, subject to the records we must keep.

You are responsible for having the right to upload what you upload, and for it not being misleading, unlawful or infringing. A company is responsible for the accuracy of its offer documents and its register; an investor for the accuracy of their qualification evidence and their details.

Confidentiality between the parties to a raise is governed by the non-disclosure agreement the company asks investors to accept, and by the parties’ own arrangements. We treat everything on the platform as confidential and only ever disclose it as the Privacy Policy says.

Some features use AI models to answer questions from documents, draft answers for a company to review, classify documents and read grant letters. Their output is assembled from the documents it cites and can be wrong or incomplete. It is not a statement by the company, and it is not advice. Check the cited source before you rely on anything. A company can turn these features off for its raise or its vault. Where the models run and what becomes of what they read is set out under AI features in the Privacy Policy: in Australia, and never used to train a model.

You must not use the platform to:

• make an offer of securities that is unlawful, or that needs a disclosure document you have not prepared;
• put misleading or deceptive information in front of investors;
• gain access to a raise, a document or an account you have not been granted;
• copy, scrape or extract documents or data beyond the access you were given, or circumvent the secure viewer;
• interfere with the platform’s operation or security, or probe it without our written permission;
• send unsolicited communications through it.

We may suspend an account that breaches these terms, and we will tell you why unless the law prevents it.

Investors are not charged for using the platform to take part in a raise. Struck never takes a commission or success fee: no fee is calculated on capital raised.

A company is free until it deals with investors, meaning nobody outside the company has been invited into one of its raises or holds its shares. From then on the company pays for a plan, priced by the number of investors it has, at the rates on our pricing page or in an order form you agree to. Founders and employees are never counted. Fees are in Australian dollars. Struck is not registered for GST, and no GST is charged.

• Monthly plans are charged in advance to a card through our payment provider, Stripe, and renew each month until cancelled. You can cancel at any time from Billing in Settings, and the plan stays in place until the end of the month you have paid for.
• Yearly plans are charged at ten months’ price. When a raise closes and the company is not already on a plan, the company accepts its plan at the close and the first year is invoiced, payable within 14 days.
• Your plan follows your investor count. When the number of investors moves into a different band, the plan moves to that band from your next billing date, without a part-period charge.
• A company has 14 days from its first investor to add a card. If an invoice is still unpaid 21 days after it falls due, outward actions pause until it is paid: new invitations, company updates and holding statements. A company’s own access to its register, its documents and its records never pauses.

We aim to keep the platform available at all times and we will give notice of planned maintenance where we can, but we do not guarantee uninterrupted service. We change the platform over time; we will not remove a capability a live raise depends on without notice.

You can close your account at any time through Settings. We may end or suspend your access for a breach of these terms, for non-payment, or where the law requires. On ending, a company can export its register and documents for 30 days, and the retention periods in the Privacy Policy apply after that.

Nothing in these terms excludes a guarantee, right or remedy that the Australian Consumer Law or any other law says cannot be excluded. Where the law lets us limit our liability for a failure to comply with such a guarantee, it is limited to supplying the service again or paying the cost of having it supplied again.

Beyond that, and to the extent the law permits: we are not liable for loss of profit, loss of a deal, loss of data you did not keep a copy of, or any indirect or consequential loss; we are not liable for the content, conduct or decisions of any other party to your raise, or for the outcome of any offer or investment; and our total liability to you for all claims in any twelve months is limited to the fees you paid us in that period, or AUD 1,000 if you paid none.

You indemnify us against claims arising from your breach of these terms, from an unlawful offer, or from misleading content you put on the platform.

These terms, the Privacy Policy and any order form are the whole agreement between us. If a clause is unenforceable the rest stand. We may update these terms; a material change is notified to account holders by email at least 14 days before it takes effect, and continuing to use the platform after that is acceptance.

These terms are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.

Contact: Struck Labs Pty Ltd, Office 88/88 Langridge Street, Collingwood VIC 3066, or privacy@struckhq.com.