Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Cohold platform (the "Platform"), provided to you as the issuer ("you", "your") by the operator of the Platform ("we", "us", "our").

By creating an account or using the Platform you agree to these Terms. If you do not agree, do not use the Platform.

1. The Platform

The Platform is a multi-tenant SaaS service that helps Australian crowd-sourced funding (CSF) issuers manage shareholder communications, statutory compliance obligations, and community engagement.

The Platform is intended for use by:

• Australian companies that have raised, or are preparing to raise, capital under the CSF regime in Part 6D.3A of the Corporations Act 2001 (Cth); and
• Their authorised officers, employees, contractors, and shareholders.

You are responsible for ensuring that your use of the Platform complies with all laws applicable to you, including the Corporations Act 2001 (Cth), the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), and any ASIC instruments.

2. Your account

To use the Platform you must:

• create an account using accurate information; and
• ensure that authorised users keep their credentials confidential.

You are responsible for everything done through your account, whether or not you authorised it. Tell us promptly if you suspect unauthorised access.

The minimum age for an authorised user is 18. We do not knowingly accept registrations from minors.

3. Plans, fees, and trials

Plan features and prices are described on our marketing pages and in your subscription record. Fees are charged in Australian dollars (AUD) unless we agree otherwise in writing.

Free trials, if offered, end automatically on the date stated when you signed up. After that, your subscription continues at the published price unless you cancel before the trial ends.

Cancellation takes effect at the end of the current billing period. We do not provide pro-rata refunds for partial periods unless required by law (including the consumer guarantees in the Australian Consumer Law).

Stripe processes payments. Stripe Australia Pty Ltd is the contracting entity for AUD billing. See our Privacy Policy for the data-flow disclosure.

4. Your data

You retain all rights in the data you upload to the Platform, including shareholder records, communications, documents, and brand assets ("Your Data").

You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, back up, and reproduce Your Data to the extent necessary to provide the Platform to you and your authorised users.

You warrant that you have the right to upload Your Data and that doing so does not infringe anyone else's rights or breach any law.

If you delete Your Data we will remove it from active systems within a reasonable time, subject to backup-retention windows and any retention period required for compliance (including the seven-year audit-log retention required by Corporations Act s.286).

5. Acceptable use

You must use the Platform in accordance with our Acceptable Use Policy. Without limiting that policy, you must not:

• send communications to recipients who have not consented or who are not statutorily entitled to receive them;
• upload content that is unlawful, defamatory, or infringes intellectual-property rights;
• attempt to extract bulk data for use in machine-learning training sets or competing services;
• attempt to bypass the multi-tenant isolation, access controls, or audit-logging built into the Platform; or
• use the Platform to send spam (within the meaning of the Spam Act 2003 (Cth)).

We may suspend or terminate access if we reasonably believe these Terms have been breached.

6. Compliance obligations remain yours

The Platform helps you meet your statutory shareholder-communication and record-keeping obligations. It does not assume them. You remain responsible for:

• the accuracy of cap-table data you upload;
• the content of communications you send;
• legal review of templates we provide; and
• decisions about which communications to send and to whom.

We are not your legal adviser. The pre-filled statutory templates are tooling, not legal advice. Get them reviewed by an Australian solicitor admitted to practise before you rely on them.

7. Service levels

We aim for the Platform to be available 24/7 but make no formal uptime guarantee at this stage. Planned maintenance will be communicated in advance where practical. Emergency maintenance may be performed without notice.

8. Security

We implement administrative, technical, and physical safeguards designed to protect Your Data, including:

• row-level security in the database so each tenant only sees its own rows;
• TLS in transit;
• audit-logging of every meaningful action;
• least-privilege access for our personnel; and
• continual review of third-party processor practices.

No system is invulnerable. You are responsible for choosing strong credentials for your authorised users and for revoking access promptly when their role changes.

9. Privacy

Personal information is handled in accordance with our Privacy Policy, which forms part of these Terms by reference. The Privacy Policy describes, by data category, where each piece of data is stored and which third parties process it.

10. Australian Consumer Law

If you acquire the Platform as a "consumer" within the meaning of the Australian Consumer Law, you have rights that cannot be excluded. Nothing in these Terms limits or excludes those non-excludable rights.

To the extent the law permits, our liability for breach of any non-excludable right is limited (at our option) to:

• supplying the services again; or
• payment of the cost of having the services supplied again.

11. Liability cap

To the maximum extent permitted by law, our aggregate liability under or in connection with these Terms is capped at the fees you paid us in the twelve months immediately preceding the event giving rise to the liability.

We are not liable for indirect or consequential loss, loss of profits, loss of revenue, loss of opportunity, loss of goodwill, or loss or corruption of data, however caused.

12. Indemnity

You will indemnify us against any third-party claim arising from:

• your or your authorised users' breach of these Terms;
• the content of Your Data; or
• communications sent through the Platform under your account.

13. Suspension and termination

We may suspend or terminate your access:

• if you fail to pay an invoice that is more than 14 days overdue;
• if you breach these Terms or our Acceptable Use Policy and do not cure the breach within a reasonable time after notice;
• if required by law; or
• on reasonable notice if we discontinue the Platform.

You may terminate at any time by cancelling your subscription. On termination, you will be given a reasonable window to export Your Data before it is deleted from active systems.

14. Changes to these Terms

We may update these Terms from time to time. Patch and minor changes (typos, clarifications) take effect immediately and do not require re-acceptance. Material (major) changes require re-acceptance the next time you sign in. Each version is reachable at /legal/terms/v/<semver> so you can always see what you accepted.

15. Governing law

These Terms are governed by the laws of New South Wales, Australia. The courts of New South Wales have exclusive jurisdiction.

16. Contact

Questions about these Terms? Email legal@cohold.com.au.

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_Rebranded 2026-05-10: contact email and platform name updated from CSF Community Platform / communitylayer.com.au to Cohold / cohold.com.au. No change to the legal entity, jurisdiction, or your rights._