Idealx Client Asset Use Programme Agreement

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 agreement governs specifically enrolled securities and digital assets that may be lent, staked or used as collateral under your accepted Programme Schedule. It explains the rights granted, Platform’s commercial benefit, your return entitlement and the risks. Ordinary account acceptance does not activate the programme. Each programme begins only after the applicable disclosures, authority, permissions and executed Platform return undertaking are in place.

Parties and programme record #

Platform: Idealx Platform Pty Ltd, ACN 694 912 126, ABN 83 694 912 126, Suite 109, Level 1, 40 Burgundy Street, Heidelberg VIC 3084, Australia. Support: support@idealx.com. Formal notices: notices@idealx.com. Complaints: complains@idealx.com.

Client: the legal person or persons, and trustee capacity where relevant, identified in the accepted Programme Schedule and authenticated account record. An account display name alone does not identify a trust's contracting trustee.

Return Obligor: the entity expressly identified as owing the primary asset-return obligation in each Programme Schedule. It may be Platform, Idealx Securities Limited ACN 647 627 889, Idealx Digital Assets Pty Ltd ACN 667 364 276 or another specifically identified and approved contracting entity. A service provider is not the Return Obligor merely because it holds assets or carries out instructions.

Additional party acceptance: where a Return Obligor or other duty holder is not Platform, its valid execution or documented binding accession must be recorded before the Client is enrolled. Platform cannot bind another entity solely by naming it in a schedule.

Your programme confirmation identifies the programme and version, effective enrolment date, enrolled assets and the executed Platform deed covering your participation. These records form part of the Programme Schedule supplied before you accept.

Agreed standard account model #

The standard programme is voluntary and requires separate, unticked Client opt-in. An ordinary Platform account does not require participation. Platform is the primary Return Obligor for the standard programme and supplies its own return undertaking under Idealx Platform Asset Return Undertaking and Guarantee Deed Poll; Securities and Digital Assets perform only their separately contracted provider functions. A different named Return Obligor requires that entity's binding participation and an expressly completed guarantee covering it before Client acceptance. A mandatory-participation product is not enabled under this standard and requires a separately approved product and express terms. References below to available structures do not override this baseline.

Auto Pilot or a Managed Strategy does not enrol assets in this optional programme. Managed assets cannot be lent or pledged for Idealx’s own benefit merely because discretionary management is active. A separate programme must be independently lawful, compatible with MDA duties and expressly accepted; it remains unavailable unless those conditions are met.

1 What the Client agrees to #

1.1 The Client authorises only the activities, eligible assets, deployment limits, counterparties or objectively defined selection criteria, jurisdictions, ownership structure and duration described in the accepted Programme Schedule. Platform may decide whether, when and to what extent to deploy within those limits. There is no promise that assets will be used continuously or generate income.

1.2 Authority may cover repeat transactions within the accepted limits without asking for a new approval each time. It does not cover a new asset category, a new type of use, an increased limit, a longer lock-up or a materially different risk exposure unless the necessary further disclosures and valid agreement are obtained.

1.3 The programme applies only to assets validly enrolled and recorded. It does not confer general rights over the Client's cash, other investments or assets in an ordinary custody account. It does not authorise borrowing by the Client or impose a general guarantee of Idealx debts on the Client.

1.4 Participation is voluntary. Declining does not prevent access to an otherwise eligible ordinary Platform account. An existing account cannot be enrolled through silence, continued use or an undisclosed update.

1.5 Platform may decline to offer a programme where lawful eligibility, service or risk conditions are not met. This does not permit confiscation, cancellation of accrued rights or obstruction of withdrawal from an existing account.

2 Control and allocation of responsibilities #

2.1 Platform administers enrolment, the programme's commercial design, allocation decisions within the mandate, client communications and records. It may use multiple lawful service providers and replace them within the accepted terms. It remains responsible for its own duties and the promises it expressly makes.

2.2 The Programme Schedule identifies each party that owes a duty directly to the Client, who holds assets, who receives title or a security interest, who receives financing proceeds, and who must return assets. A label such as technology provider does not displace a party's actual activities or legal duties.

2.3 Idealx Securities or Digital Assets performs only the services and obligations it has validly undertaken. No arrangement between providers limits the Client’s return entitlement or Platform’s executed deed. No provider becomes an insurer of every programme loss merely by supplying custody or execution.

2.4 Platform may obtain the Client's programme authority through the portal. A Console firm may act only within a valid mandate that specifically permits the relevant asset-use decision and where delegation is lawful. General trading access, fee authority or KYC reliance is insufficient by itself. The same standard applies to instructions through Atlas AI, Agent X or AtlasX; conversational access is not broader authority.

3 Ownership and permitted structures #

3.1 The relevant schedule must select and explain one of the structures below for each deployment. A single asset quantity cannot be recorded simultaneously as freely available ordinary custody and as transferred or encumbered programme assets.

3.2 Title-transfer lending: legal and beneficial title to the enrolled assets passes to the identified borrower when the transfer becomes effective under the applicable asset and custody rules. The Client instead holds a contractual right against the Return Obligor for equivalent assets and the rights under Platform's executed deed. The borrower may use, transfer or pledge its acquired assets only to the extent described in the accepted schedule. The Client does not retain ownership of the particular assets transferred.

3.3 Agency lending: the Client, through the specifically appointed agent, lends under an identified underlying lending agreement. The actual borrower, agent's authority, collateral holder and party responsible for return must be identified. Platform's executed deed supports the covered return obligation. The customer agreement alone does not bind the outside borrower or create collateral rights against it.

3.4 Collateral use: the Client grants, or validly authorises the identified holder to grant, security only under a completed security instrument specifying the assets, secured liabilities, maximum exposure, creditor, enforcement powers and release mechanics. This master agreement is not an all-assets security deed or a representation that a security interest has been perfected. Required issuer, custodian, lender and registry steps must occur separately.

3.5 Staking: the schedule identifies the protocol, asset, staking method, delegation or transfer structure, validator or permitted selection criteria, key controls, unbonding period and slashing risk. Native staking, liquid staking, lending to a staking operator and acquiring a staking receipt token are distinct structures. One does not authorise another by implication.

3.6 The schedule must state whether the Client's return claim is secured or unsecured and its material insolvency risks. No trust, asset segregation, statutory priority, deposit protection or compensation coverage is created merely by this agreement's terminology. A Platform guarantee is not security over Platform assets.

4 Platform earnings and financing proceeds #

4.1 Subject to the validated programme structure and enforceable Client rights, the Client agrees that the programme's lending fees, staking rewards, financing benefits and other specifically described deployment income are retained for Platform's benefit. The Client does not receive a share of that Programme Income. This allocation must be shown prominently before acceptance and must not be described as a client yield product.

4.2 Programme Income excludes the assets or equivalent quantity owed to the Client, the ordinary dividends, coupons, distributions and agreed corporate-action entitlements preserved under clause 5, and amounts legally belonging to another person. Upstream revenue must be accounted for and lawfully allocated; this customer agreement does not itself transfer a non-party's contractual revenue rights.

4.3 Where the accepted structure permits borrowing against assets, the schedule may permit the named borrower to use financing proceeds for specified general business, treasury or investment purposes. Those proceeds are distinguished from undeployed customer property. No unrelated customer property becomes available for company expenses.

4.4 The Client pays no separate programme participation fee under this agreement. Any proposed transaction fee must be specifically disclosed and agreed before the transaction to which it applies. No recurring monthly or annual programme fee is created. Separately agreed ordinary trading or transfer charges apply only to the services they actually cover and cannot be duplicated as a programme fee.

4.5 The named borrower or programme operator, not the Client, is responsible for financing margin calls, collateral top-ups and deployment costs except for a distinct and legally permissible client obligation expressly accepted in a separate instrument. No such client top-up or shortfall obligation is created by this agreement.

5 Equivalent assets and associated entitlements #

5.1 The Return Obligor must return the full quantity and type of enrolled assets or Equivalent Assets, adjusted only for the agreed corporate or protocol events. Equivalent Assets means the same class and issuer of securities with equivalent rights, or the same native digital asset on the agreed network. A different token, wrapped asset, receipt token, illiquid claim or lower-rights security is not equivalent merely because its quoted value appears similar.

5.2 Ordinary market-price movements remain with the Client. Borrower default, custodian failure, slashing, theft or a programme trading loss does not reduce the quantity owed. Those events may impair the obligor's and Platform's ability to perform, which is a credit and insolvency risk; they do not contractually transfer the covered quantity loss back to the Client.

5.3 The Client remains entitled to the agreed economic equivalent of dividends, coupons and ordinary distributions attributable to the enrolled assets. Record dates, payment timing, withholding, currency and treatment of splits, consolidations, takeovers and other corporate actions must be specified. Substitute payments may have different tax treatment; no preservation of franking credits or identical tax outcomes is promised.

5.4 Voting, participation in offers and voluntary elections may be unavailable after a title transfer or deployment. The schedule must explain these limitations and any recall request process. Platform must pass on material information and take the steps it has expressly undertaken; the limitation does not waive remedies for its failure to do so.

5.5 Protocol forks, migrations, redenominations, rebases and airdrops must be addressed in the schedule. Staking rewards may be allocated to Platform under clause 4; a protocol event must not be used to relabel or reduce enrolled principal. Unsupported new assets require a disclosed objective treatment, not an arbitrary assignment of value to Platform.

6 Withdrawal recall and return #

6.1 The Client may request withdrawal from the programme through the authenticated platform process. Platform must acknowledge receipt and record the quantity, receipt time, applicable due date and delivery instructions. The request stops new deployments and renewals of those assets, subject only to an already binding commitment specifically disclosed in the accepted schedule. It does not require sale of the assets.

6.2 For lending and collateral programmes without a separately accepted lock-up, the Return Due Date is five Business Days after a valid withdrawal request. Business Day means a day other than Saturday, Sunday or a public holiday in Melbourne, Victoria. Activation requires verified funding and operational capability to meet this deadline.

6.3 A staking or other programme with a lock-up must state a specific maximum period, the event from which it runs, the outside return date and any additional settlement period before enrolment. A blank period means that programme cannot be activated. It does not mean indefinite consent. An estimated network unbonding time cannot be presented as a guaranteed outside date without a funded replacement or cash-performance mechanism.

6.4 Return is completed only when the Client receives unencumbered assets in its agreed account or wallet, or receives a valid cash substitute under clause 7. Starting a transfer, marking a ledger entry or awaiting a lender's release is not completion. Returning assets to ordinary custody requires release of programme encumbrances.

6.5 Platform and the Return Obligor may source replacement assets instead of waiting for an upstream return. Counterparty failure, market illiquidity or an extended protocol lock-up does not by itself extend an agreed due date. Any expressly permitted extension must have objective triggers, a maximum duration and applicable pre-enrolment disclosure; mandatory prohibitions on performance must be handled under clause 10.

6.6 A request to sell deployed assets first requires a lawful deliverable quantity or another properly authorised execution arrangement. Screen prices are indicative; no sale price is fixed merely by requesting recall. Material settlement delays and restrictions must be explained before order acceptance, and Platform must not knowingly present an unavailable quantity as immediately tradable.

7 Alternative performance and valuation #

7.1 Platform or the Return Obligor may perform by delivering Equivalent Assets through another approved provider without reducing the Client's rights. Cash substitution is permitted only if the accepted schedule expressly allows it, performance in assets is unlawful or objectively impossible or would involve demonstrably disproportionate difficulty, and the substitution is fair and lawful in the actual circumstances. Commercial convenience or a favourable price movement alone is insufficient.

7.2 The cash-substitution standard is the objectively evidenced reasonable cost of replacing the full Equivalent Asset entitlement when cleared cash is made available, plus agreed outstanding economic entitlements and reasonable unavoidable replacement costs. The calculation must use the agreed market sources and FX methodology and account for executable depth, not merely an indicative last price. Any different lawful valuation rule must be expressly settled before enrolment.

7.3 If there is no reliable liquid market, obtain an independent qualified valuation applying the schedule's agreed methodology and give the Client the basis of calculation. Cash substitution cannot proceed under an unspecified unilateral valuation power. A dispute does not justify withholding the undisputed amount; payment of that amount is not a waiver of the balance.

7.4 Distributions and corporate-action adjustments already included in the valuation are not counted again. Only legally required withholding and amounts already received toward the same entitlement may be deducted. No programme loss, guarantee fee, unrelated debt or disputed Client charge reduces the protected asset quantity or valid cash substitute.

7.5 Cash substitution does not extinguish a separately established claim for wrongful delay or other actionable loss. The guarantee does not promise appreciation, a historic peak price or protection against an asset becoming worthless through ordinary market or issuer risk.

8 Platform undertaking and guarantee #

8.1 No deployment may begin until the Client has access to the applicable executed Idealx Platform Asset Return Undertaking and Guarantee Deed Poll and the programme and Client fall within its covered scope. An unexecuted deed or a customer checkbox does not constitute company execution.

8.2 Where Platform is itself the Return Obligor, its promise is a direct asset-return undertaking. Where a different Return Obligor is named and bound, Platform guarantees the covered obligation as specified in the deed. The Client need not first sue or exhaust recovery against that obligor before making a valid demand on Platform.

8.3 The deed must preserve covered principal and Equivalent Asset obligations despite the specified deployment losses. General account liability caps, disclaimers about AI or provider failure do not override the deed. The deed does not guarantee market value, investment profitability or all obligations of every Idealx entity.

8.4 The value of the promise depends on Platform's ability to perform. It is not insurance, a government guarantee, an ADI deposit or an automatic right under a compensation scheme. The deed and programme disclosures must accurately state any actual security or compensation arrangements.

9 Risk disclosure and conflicts #

9.1 The Programme Schedule must prominently explain: transfer or encumbrance of ownership; unsecured credit risk where applicable; borrower, custodian, validator and Platform insolvency; enforcement and liquidation risks; lock-ups and lost trading opportunities; collateral shortfalls; protocol, cyber and operational failures; foreign law and enforcement; tax and corporate-action differences; and Platform's financial incentive to deploy assets while retaining Programme Income.

9.2 Client acceptance records consent to stated risks and rights; it is not a waiver of misleading conduct, mandatory protections, an accepted return undertaking or liability that cannot lawfully be excluded. A client classification or a consent checkbox does not establish a product's regulatory status.

9.3 Platform must manage its conflicts and comply with applicable advice, distribution and other duties. No party may increase deployment or delay return merely to increase its own earnings contrary to the mandate or Client rights. Required related-party dealings must be identified and controlled under the accepted terms.

9.4 SMSF and trust clients require authority from the actual trustee or trustees, consistency with the governing instrument and applicable investment restrictions, and product-specific assessment. No blanket warranty by a client replaces the provider's own obligations or makes every proposed use permissible.

10 Changes restrictions and termination #

10.1 Platform may stop new deployments, reduce eligible assets or limits, or replace providers within the accepted selection criteria without fresh acceptance where there is no material adverse change and law permits it. Material changes to use, ownership, risk, return deadlines, fees or the promised protection require the relevant disclosures and valid agreement before they affect the Client. No unknown future programme is accepted in advance.

10.2 Platform may suspend affected activity where reasonably necessary for a binding legal requirement, sanctions restriction, serious security incident or loss of required permission. It must explain the scope and expected effect where lawful, mitigate harm, review the restriction promptly and preserve unaffected services. A mandatory legal prohibition may delay lawful performance, but financial inconvenience or an upstream default is not such a prohibition.

10.3 Either the Client or Platform may end participation for future deployment by notice. Existing deployments must be recalled or unwound under the agreed deadlines. Platform may not terminate accrued return or guarantee obligations or force a market sale solely because the commercial programme ends.

10.4 Deactivation of a service provider, termination of an internal group agreement or a sale of Platform does not itself discharge the Client's return entitlement or deed protection. A proposed substitution of a debtor or materially different obligation needs the Client's legally effective agreement; no automatic release is inferred from service continuity.

11 Statements complaints and priority #

11.1 Platform must give accessible records of enrolled and deployed quantities, the applicable programme version, ownership status, relevant lock-up and pending recall, and the identity of the Return Obligor. Programme earnings retained by Platform must be distinguished from Client entitlements. Provide required information about providers and counterparties notwithstanding commercial confidentiality.

11.2 Complaints may be submitted to complains@idealx.com or support@idealx.com. The applicable current complaints policy and disclosures must identify the responsible entity and any available external dispute-resolution route. No AFCA coverage or membership for an entity is inferred merely from another group company's membership.

11.3 Mandatory law prevails. For covered return and guarantee rights, the executed deed prevails over an inconsistent general account limitation. A Programme Schedule may vary these programme terms only by identifying the variation expressly and meeting applicable consent requirements; it cannot silently reduce the deed's protection. Other account terms apply only to the extent consistent with these specific terms.

11.4 Victorian law governs, subject to mandatory protections and applicable property and insolvency laws. The parties submit to non-exclusive Victorian court jurisdiction without restricting a mandatory forum or external dispute-resolution right. Electronic records and communications may be used where legally effective.

Schedule A Programme particulars and client authority #

Your accepted Programme Schedule identifies the programme, legal account holder and capacity, operator and Return Obligor, selected lending, staking or collateral module, legal structure, relevant custody and other duty holders, and commencement. It identifies eligible assets and networks, quantities or standing selection rules, deployment and counterparty limits, locations and any permitted affiliate dealings.

It specifies Programme Income retained by Platform, preserved Client entitlements, the applicable return deadline, any maximum lock-up and permitted extension, corporate and protocol-event treatment, voting limitations and any permitted cash-substitution valuation method. Any security, collateral rights, insolvency ranking and release arrangements are stated expressly; none is implied merely by an account label.

The schedule identifies the executed Platform deed covering the programme, the required product and risk disclosures, applicable provider agreements, notice and recall routes, complaint arrangements and any express variations. The Client receives and accepts that completed record before enrolment. For the standard programme Platform is the Return Obligor and there is no participation fee; another structure applies only if expressly agreed and lawfully available.

The standard recall period for lending or collateral without a separately accepted lock-up is five Business Days under clause 6. A module needing a different commitment or lock-up is unavailable unless its maximum duration and outside return date are expressly agreed before enrolment. A missing limit never grants unlimited deployment or indefinite retention.

Schedule B Product modules #

B1 Securities lending. The accepted module identifies the securities and market, registration and transfer arrangement, borrower and lender, Platform’s principal or agency role, any collateral and further-use rights, distributions, voting, corporate-action treatment and recall. Applicable ownership and transaction reporting requirements continue. A broker appointment alone does not authorise lending.

B2 Digital-asset lending. The module identifies the native asset and network, borrower and lender, title-transfer and onward-use rights, custody and key controls, any security, quantity records and return arrangements. A stablecoin is not equivalent to Australian dollars, and a wrapped or receipt token is not an Equivalent Asset without separately agreed lawful terms.

B3 Staking. The module identifies the protocol, validator or selection criteria, legal and technical model, slashing risk, maximum commitment and unbonding periods, return deadline, rewards and protocol-event treatment. Platform retains the agreed rewards. Covered slashing or provider losses do not reduce the protected asset quantity owed to the Client. An enforceable return deadline must be supported before deployment.

B4 Collateral for company financing. The module identifies the borrower, financier, security grantor, eligible collateral, secured obligations, exposure cap, permitted financing purpose, enforcement and release arrangements. Any necessary security instrument and lender acknowledgement are separately agreed and effective before deployment. This schedule does not itself bind an outside lender or create Client personal recourse, a guarantee of company debts or a top-up obligation.

Schedule C Online presentation and acceptance #

Participation requires a separate affirmative election for the named programme. Before that election, you receive the Programme Schedule, risk information and applicable executed Platform deed. The review identifies the enabled use, ownership consequences, income retained by Platform, return restrictions and credit risks.

Your acceptance records your legal identity and capacity and the exact programme authority given. Joint holders and trustees must provide the approvals their account requires. General trading access, a Console login or an AI conversation does not create programme authority.

Once accepted, the standing mandate permits deployments within its limits without repeat agreement. A new module or material expansion requires the further disclosure and consent required by clause 10.