Idealx Fund Provider Services Agreement and commercial schedule

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 supplements the Console Services Agreement for third-party funds admitted to Idealx. It is a technology, fund-access and payment-facilitation arrangement, not an appointment of Idealx as investment manager, responsible entity, trustee, fund auditor or guarantor. Mandatory responsibilities follow the actual service and applicable law. The completed fund order form and identified provider terms form part of the agreement.

1. Parties and fund order form #

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. Notices: notices@idealx.com. Complaints: complains@idealx.com.

The Commercial Customer is the manager or sponsor identified as fee debtor in the accepted fund order form. The Fund Operator is the issuer, trustee or responsible entity identified there in its capacity for the named fund. The order form records each party’s legal name, registration and contact details, regulatory status and signing capacity. Each accepts its own obligations; where one entity performs both roles, both capacities are recorded. Merely naming a third party does not bind it.

The accepted order form identifies the fund and any ARSN or equivalent identifier, permitted investor classes and jurisdictions, offering documents, payment arrangement, authorised personnel, agreed integration and delivery dates. The fund-side payment account is held in the name and capacity of the identified trustee or responsible entity for that fund. Payment limits and release conditions follow the accepted mandate and provider terms.

Each separately constituted scheme or separately onboarded sub-fund requires a fund order form. Multiple unit classes of the same fund using the same standard integration do not automatically attract another onboarding/monthly fee; materially separate integrations require an expressly accepted quote. No new charge arises solely because Idealx relabels an existing fund.

2. Services and limits #

Idealx supplies the agreed fund listing, application-transmission workflow, Fund Console, standard payment-provider integration and available transaction/reporting exports. Included standard onboarding comprises provider eligibility/document collection, configuration of one fund listing and fund-side payment profile, standard application/payment workflow testing and administrator orientation. No bespoke API development, migration, legal advice, fund accounting, tax return, registry administration, investment research or audit is included unless expressly added in a lawful, priced scope.

Investors apply directly to the identified issuer and units are registered directly in their names. The Operator remains responsible for acceptance, allotment, investor registers, investment decisions, valuations, distributions, redemptions and application-money compliance. It must supply the status/data needed to support the agreed interface. Display of provider information does not make Idealx its author, but does not excuse Idealx's own misleading conduct or errors.

Client subscription instructions move money from the client's Idealx payment balance to the specified fund-side payment balance through the approved arrangement. Allocated BSB/account details are payment identifiers; do not represent them as proof of a separately owned bank deposit or statutory segregation. Identify the actual legal holding arrangements in account documentation.

Subject to applicable duties and approved controls, Idealx may rely on authenticated Operator instructions and confirmations. It does not routinely approve investment merits, independently certify each allotment or monitor the fund's portfolio against its mandate. No unconditional availability, instant settlement, minimum subscriptions, investor introductions or investment performance is promised. Any service levels require a separately accepted schedule. Idealx must still perform its contracted services with applicable care and comply with responsibilities imposed on it.

3. Admission and provider responsibilities #

The Operator must maintain the permissions and lawful product structure needed for its role, supply accurate current disclosures, specify investor eligibility, report material changes promptly and provide information reasonably needed for applicable distribution and payment obligations. Holding an AFSL of any kind is not automatic admission. Idealx may approve, reject, restrict or remove a fund on reasonable legal, eligibility, operational, security or commercial grounds, without guaranteeing investment quality through admission.

Operator personnel may access only authorised fund information and fund-side accounts. Listing does not grant access to unrelated investor accounts or permission to debit investors without valid authority. Subscription receipts may be used only when lawfully available. The Operator controls compliance with its application-money obligations, subject to the parties implementing the validated provider arrangement. No manual Idealx release approval is assumed; required instructions, status confirmations and holds must be specified before launch.

The parties exchange only information necessary for authorised services and legal obligations. The Operator supplies content it is entitled to use and grants Idealx a non-exclusive licence to display and process it for these services, retain necessary records and provide disclosures. Investor personal information is not transferred as owned commercial property or licensed for unrelated marketing.

Approved reuse of Operator-supplied investor KYC follows Console KYC reliance and onboarding assistance schedule with the actual relying provider as party. Fund admission is not automatic KYC reliance approval. Investor authority, application decisions and verification information remain distinct.

4. Fees #

All amounts are Australian dollars. B2B fees below exclude GST; where applicable, add GST against a valid tax invoice and display the inclusive amount before acceptance. These terms do not determine the GST treatment of other financial services.

If GST is 10%, onboarding totals A$55,000 (two A$27,500 instalments) and the monthly fee totals A$2,750. Fees are owed to Idealx Platform by the Commercial Customer. The Operator is not automatically a second fee debtor. No automatic deduction from pending subscription money, investor payment accounts or scheme assets is authorised. Any fund expense recovery is the Operator's responsibility under its governing documents and law; it is not created by this agreement.

First onboarding instalment: invoiced on Idealx's acceptance of the order form, payable within 14 days; work need not begin until paid. Second instalment: invoiced after documented completion of the agreed standard configuration/testing and notice that it is ready for activation, payable within 14 days and before activation. Invoice milestones are not statements that statutory/provider approval is complete. Activation requires readiness and applicable approvals and is confirmed electronically. No monthly fee accrues merely because an application was submitted.

The monthly fee includes the agreed standard services, hosting/access, routine updates and ordinary support. Invoice monthly in advance, payable within 14 days, with first and final partial calendar months prorated by days. No initial minimum monthly commitment is imposed beyond the termination notice period. No automatic annual prepayment.

Supported outbound domestic AUD fund payments use the accepted payment tariff: 0.1% of principal, minimum A$1 and maximum A$10, per completed transfer. No second fee arises solely from an internal subscription transfer. Actual FX and international payments use separately disclosed accepted tariffs/quotes. Other provider charges are not passed through without a specified contractual basis. No implied percentage of fund assets, capital raised or investment returns is charged.

Idealx may negotiate multi-fund discounts, waivers or bespoke prices in the accepted order form; no automatic discount is promised. Changes apply prospectively on at least 30 days' notice, subject to longer mandatory periods and any required consent. The Customer may terminate before an adverse change takes effect without a change-related penalty. There is no retrospective change to earned or accepted charges. Paid placement/recommendation priority and distribution commissions are not included.

5. Cancellation, suspension and earned fees #

The Customer may cancel onboarding by notice. Idealx may retain reasonable documented value of onboarding actually performed, up to the agreed total fee, and expressly approved non-cancellable external commitments without double counting. Refund prepaid unearned amounts within 30 days of the final accounting. A milestone payment is not automatically wholly non-refundable. Where failure is caused by Idealx's breach, preserve applicable remedies; do not charge for undelivered work merely because the fee was invoiced.

Either party may terminate ongoing services on 30 days' notice under the Console terms. A justified urgent suspension may take effect sooner under those terms. Before restricting service for unpaid undisputed fees, give a reasonable opportunity to remedy, ordinarily 14 days. Do not use unrelated investor assets or fund redemptions as leverage for a manager's commercial debt. Refund prepaid monthly fees for periods after termination. Suspension billing must reflect services actually kept available and the cause/duration; no perpetual fee for discontinued service.

Maintain necessary records and cooperate in an orderly exit. Removing a listing does not cancel investors' units or guarantee immediate redemption. Provide available direct Operator contact and instruction routes. Migration work outside ordinary export/handover may be quoted, without conditioning mandatory access or asset return on an unagreed fee.

6. Responsibility, complaints and contract hierarchy #

Each party is responsible for its own services and persons for whom it bears legal responsibility. Idealx does not guarantee the Operator's solvency, compliance, investment performance or payment of redemptions. The Console responsibility and proportionate indemnity provisions apply to the respective responsible party. No exclusion overrides mandatory law, Idealx's own contracted duties, or responsibilities attached to an actual regulated role.

Fund/product complaints are directed to the Operator and Idealx-service complaints to Idealx, with cooperation for mixed matters. Forwarding a complaint does not discharge any party's own complaint-handling obligations. The fund's AFCA arrangements must be identified where applicable; no automatic coverage through Idealx Securities membership is promised.

Mandatory law prevails. An expressly accepted negotiated variation prevails over this fund agreement, which prevails over the Console agreement for fund-provider subject matter. Separate payment-provider terms govern that provider's service without silently overriding Idealx obligations. Victoria/Commonwealth law and the Console dispute/notice provisions apply.

6.1 No exclusivity or minimum capital-raising commitment applies. Platform may admit competing funds and offer different negotiated service packages. No preferred investment recommendation or paid ranking is included in the listing fee. The Customer may use other distributors, subject to its own lawful arrangements.

6.2 Platform may use technical subcontractors and standardise or automate agreed workflows within the accepted service. Material adverse changes follow the notice and exit provisions; custom features and service levels require an accepted scope. No investment-supervision responsibility arises solely because Platform can request records or suspend access.

7. Electronic acceptance #

Each required party accepts through its authenticated authorised representative after receiving the fund order form, complete price including applicable GST and linked Console and payment terms. Idealx confirms acceptance electronically and supplies accessible copies. Any separate payment-provider acceptance remains necessary. A staff invitation does not bind the Firm to this agreement or create an investor mandate.

8. Platform commercial rights #

Platform holds the contractual rights to the fund listing and Console service relationship and earns the agreed service fees. The Operator retains its fund, register, investor relationship and proprietary materials, subject to the licences in this agreement. Investor assets and rights remain unaffected. A change of ownership or transfer of this agreement remains subject to applicable law, the Console continuity provisions and any required consent.