Idealx Platform Asset Return Undertaking and Guarantee Deed Poll

Definitions and interpretation #

A specific meaning or rule in the relevant service clause prevails over a general definition. References to an accepted schedule or record mean the version supplied for that service, not an undisclosed internal policy. Mandatory legal rights and obligations are not displaced by these definitions.

About this agreement #

This deed provides asset-return protection for the covered participants and programmes identified in its execution record. Platform gives a primary undertaking for its own covered obligations and guarantees those of a different expressly identified Return Obligor. Protection concerns the specified asset quantity and entitlements, not investment profitability or market value. The deed takes effect only when validly executed by Platform and issued for the relevant programme.

Maker, beneficiaries and coverage #

Maker and Guarantor: Idealx Platform Pty Ltd, ACN 694 912 126, ABN 83 694 912 126, Suite 109, Level 1, 40 Burgundy Street, Heidelberg VIC 3084, Australia, called Platform.

The executed electronic counterpart records the deed identifier, version, execution date and commencement. Commencement cannot precede valid execution. Your programme confirmation links the applicable executed counterpart.

Covered Programmes are the specifically identified programmes and versions listed in the execution record and any subsequent amendment expressly covered by a valid deed variation. Coverage does not extend to every Idealx product merely because it is available in the same account.

Covered Return Obligors other than Platform: none for the standard programme. Add a different named obligor only through a completed, approved deed variation before that programme activates.

Beneficiaries: each legal Client validly enrolled in a Covered Programme while this deed is available for that programme, identified through its accepted Programme Schedule and authenticated account records, including the relevant trustee capacity. Coverage is governed by those objective facts and not merely by whether Platform has completed an internal registry entry.

Demands: notices@idealx.com, with a copy to support@idealx.com where practicable. Complaints: complains@idealx.com. A demand received through the authenticated programme-support channel must also be processed under this deed.

1 Definitions and interpretation #

1.1 Programme Agreement means the identified Client Asset Use Programme Agreement and completed Programme Schedule validly accepted by the Beneficiary and binding on its parties. Equivalent Assets, Return Obligor and Return Due Date have their meanings in that agreement. A schedule with a blank return deadline cannot be activated or used to defeat an obligation already incurred.

1.2 Covered Obligations are the obligations to return the full specified asset quantity or Equivalent Assets, free of programme encumbrances, with the agreed corporate or protocol-event adjustments and preserved associated entitlements, and any cash obligation validly substituted under the Programme Agreement. They include restoration of that entitlement following covered deployment losses. They exclude general debts or unrelated product obligations of the Return Obligor.

1.3 Business Day means a day other than Saturday, Sunday or a public holiday in Melbourne, Victoria. Terms must be read consistently with mandatory law. The deed is intended to give each Beneficiary directly enforceable rights without requiring that person to sign the deed itself.

2 Platform primary return undertaking #

2.1 Where Platform is the Return Obligor, it irrevocably undertakes to each Beneficiary to perform its Covered Obligations when due. This is a primary obligation, not a guarantee by Platform of itself. A demand is not a precondition to the underlying return obligation becoming due.

2.2 Where Platform is not the Return Obligor, its obligations arise under clause 3. In either case, Platform cannot require recovery from an affiliate, borrower, lender, validator, custodian or insurer before satisfying its obligation to the Beneficiary.

3 Guarantee of other Return Obligors #

3.1 Platform guarantees performance when due of the Covered Obligations of each other Return Obligor identified in the deed particulars. If that obligor does not perform when due, Platform must perform the outstanding Covered Obligations on a valid demand from the Beneficiary. This is not a guarantee that every third party will remain solvent or perform its own contract.

3.2 The Beneficiary need not first sue the Return Obligor, prove in its insolvency, realise security, seek insurance or exhaust another remedy. Platform may perform directly or procure effective performance through a replacement provider, at its cost, without reducing what is owed.

3.3 If an underlying obligation is unenforceable solely for an obligor-capacity or execution defect, Platform separately undertakes, to the extent lawful, to restore the Beneficiary's equivalent covered asset entitlement, measured consistently with this deed and capped at that entitlement. This does not validate an unlawful transaction or require prohibited performance. Mandatory restitution and other statutory remedies remain available.

3.4 No dispute with a provider or liability limit in another agreement excuses performance of the Covered Obligations.

4 Demands and performance #

4.1 A demand must identify the Beneficiary and relevant programme or account, the due obligation, the assets or amount remaining outstanding and delivery details reasonably sufficient for performance. The Client need not prove the internal cause of the failure or obtain an admission from the Return Obligor. Platform must provide reasonable help locating its own records and cannot demand documents already held solely to delay a claim.

4.2 Platform may perform proportionate identity, authority and destination verification. It must identify a genuine information deficiency promptly and request only information needed to resolve it. Undisputed valid portions of a demand must be processed without waiting for unrelated disputes.

4.3 Platform must perform as soon as reasonably practicable and no later than two Business Days after receipt of a valid demand for an overdue Covered Obligation. This does not extend the underlying Return Due Date, excuse the earlier default or remove a remedy for delay. Platform must maintain arrangements supporting this commitment.

4.4 Delivery must constitute actual unencumbered receipt under the Programme Agreement. A ledger acknowledgment or transfer instruction alone is not performance. Applicable mandatory restrictions must be addressed promptly and transparently where disclosure is lawful; they do not permit indefinite discretionary suspension.

5 Permitted methods and valuation #

5.1 Platform may deliver Equivalent Assets itself, arrange delivery through another suitable provider or pay a cash substitute only where permitted by the accepted Programme Agreement and lawful in the circumstances. It may choose among those valid methods, but cannot use that choice to reduce the covered entitlement or exploit a price movement.

5.2 The Programme Agreement's objectively specified valuation method applies to a valid cash substitute, including its market sources, timing, FX, replacement costs and treatment of distributions. The five-Business-Day recall term in this agreement is not a cash valuation date. No internal valuation chosen solely by Platform is conclusive against the Beneficiary.

5.3 Platform may not substitute a different token, asset class, illiquid claim, voucher or receivable for Equivalent Assets without the Beneficiary's legally effective agreement. It cannot settle a disputed amount by imposing a release of unrelated rights. No double recovery is permitted for the same obligation.

6 Scope of protection and limits #

6.1 Covered quantity losses caused by a borrower, lender, custodian or validator default, slashing, theft or programme operational failure do not reduce the promised quantity. Ordinary market-price falls, issuer value deterioration and the absence of hoped-for profits do not themselves create a top-up obligation. A corporate or protocol adjustment must follow the agreed rules, not be used to pass covered deployment losses back to the Beneficiary.

6.2 No general Platform account cap, provider disclaimer, AI disclaimer, exclusion of consequential loss or intercompany cap limits performance of Covered Obligations. The deed does not create a separate unlimited indemnity for all client losses. Any damages or other remedies beyond the covered return obligation are determined under applicable law and other enforceable terms, without limiting liability that cannot lawfully be excluded.

6.3 Client fraud or lack of title may justify resisting the affected claim to the extent established by evidence and law. The Client's informed participation in a disclosed programme, authorisation of a permitted transaction, or use of a Console or AI interface is not by itself a defence to a covered loss.

6.4 No fee is charged for this protection or for making a demand. No disputed invoice, unrelated debt or provider claim may be set off against the covered quantity or cash substitute. Legally required withholding must be evidenced and credited appropriately.

6.5 The deed is an unsecured corporate promise unless separate valid security is expressly identified. It does not create a trust over Platform's general assets, a charge, deposit protection, insurance or a government-backed guarantee. A Beneficiary may suffer loss if Platform cannot perform or becomes insolvent. Any actual security or compensation arrangement must be described accurately in separate disclosure.

7 Continuity variations and termination #

7.1 Coverage attaches to the objectively identified programme entitlements incurred while the deed covers that Beneficiary's participation. A clerical omission in Platform's coverage register does not remove an otherwise valid entitlement. Platform must maintain accurate records linking the client, programme terms and deed version and provide an electronic copy.

7.2 Coverage is not discharged merely by an internal contract ending, replacement of a service provider, a change in Platform ownership, a Return Obligor's insolvency or a reasonable forbearance by the Beneficiary. A release of the Client's entire return claim or a material change in its legal debtor must follow an express, legally effective client agreement; it is not inferred from an operational change.

7.3 The deed covers changes within the accepted programme mandate and any expressly covered amendment validly made by all necessary parties. A materially expanded programme must not deploy until its protection and necessary deed amendment or replacement are documented. Platform cannot approve a new deployment and then rely on its own recordkeeping failure to deny promised coverage where the law binds it.

7.4 Platform may withdraw this deed for future new enrolments and deployments on at least thirty days' notice to affected clients, or stop new activity sooner where required by law. It must stop new uncovered deployments. Coverage already attached continues until the relevant Covered Obligations are fully and finally discharged. A withdrawal notice cannot cancel protection for assets already deployed, already committed under a binding covered transaction or still owed after recall.

7.5 Any variation that reduces protection for an existing covered entitlement requires the Beneficiary's legally effective agreement and cannot override mandatory rights. No unilateral website update or silence effects such a reduction. An improvement may be documented and communicated without requiring a waiver from the Client.

7.6 If a return or payment is later lawfully clawed back or set aside in insolvency, coverage revives to the extent of the resulting unsatisfied Covered Obligation, subject to law. Actual assets or amounts already retained by the Beneficiary reduce recovery so that it does not recover twice.

This optional asset-return deed does not create a capital or investment-return guarantee for Auto Pilot or Managed Strategies. The MDA terms do not automatically enrol assets in the asset-use programme or extend this undertaking to ordinary investment losses.

8 Recovery and other rights #

8.1 After satisfying a claim, Platform may exercise lawful recovery or subrogation rights to the extent of its performance. Until the Beneficiary receives full performance of the same entitlement, Platform must not exercise those rights in a way that competes with or prejudices the Beneficiary's recovery. Reasonable cooperation must not require the Client to incur unreimbursed material costs or abandon unrelated rights.

8.2 A Beneficiary may pursue available remedies against Platform and the Return Obligor concurrently, without double recovery. Third-party recoveries must be accounted for fairly. No automatic transfer of all of the Beneficiary's account rights or personal information follows a guarantee payment.

9 Governing law and execution #

9.1 Victorian law governs subject to mandatory law, and Platform submits to non-exclusive Victorian court jurisdiction. Nothing removes a mandatory client forum, complaint route or external dispute-resolution entitlement. The applicable programme complaint disclosures must identify the actual responsible entities and coverage.

9.2 Notices to Platform use the addresses in the particulars or an updated address effectively notified to Beneficiaries. Email failures and inaccessible portals must have a reasonable alternative route. A notice rule must not be used to evade an otherwise received valid demand.

9.3 Platform executes this instrument as a deed poll for the benefit of the defined Beneficiaries. Company execution and electronic-signature requirements must be satisfied. Customers may electronically accept their Programme Agreement, but their checkbox does not sign or issue Platform's deed. The executed deed must be made available before covered deployment.

Execution #

Platform executes and delivers this instrument as a deed poll through its authorised company officers using a legally effective company execution method, including section 127 of the Corporations Act 2001 (Cth) where applicable.

The execution certificate attached to the issued counterpart identifies each signing officer, office held, signing method, signature and date, and the applicable company execution basis. It records the covered programmes and any additional Return Obligors. That certificate and counterpart are supplied before covered deployment.

The Client does not sign this deed. A public copy of its terms, publication on this website or Client acceptance of the Programme Agreement is not evidence that Platform has executed it for a programme.