Terms and Conditions

1. Agreement to Terms

These Terms and Conditions constitute a legally binding agreement made between you and Oakhampton Capital Pty Ltd (ABN: 58 684 868 915, "Company", "we", "us", or "our"), concerning your access to and use of the Oakhampton platform and services.

By accessing or using our platform, you agree to be bound by these Terms. If you disagree with any part of these terms, you must not use our services.

2. Services Description

Oakhampton provides three integrated service lines:

• Investment Solutions: Active deal syndication, M&A advisory, capital raising, and investor brokerage services
• Research & Intelligence Terminal: Market intelligence, research, and data aggregation platform
• Consulting: Operational consulting and AI-augmented services for asset-heavy industries

3. Important Regulatory Disclosures

Not a Licensed Financial Services Provider

Oakhampton Capital Pty Ltd does NOT hold an Australian Financial Services License (AFSL) and is NOT registered with the U.S. Securities and Exchange Commission (SEC), Financial Conduct Authority (FCA), or any other financial regulatory body.

No Financial Advice

We do NOT provide personal financial advice, investment recommendations, or investment management services. All information provided through our platform is for informational and educational purposes only. You must seek independent professional advice from licensed financial advisors before making any investment decisions.

Scope of Services

Our services are limited to: (a) facilitating introductions between buyers and sellers; (b) providing market data, research, and intelligence; (c) offering technology and consulting services; and (d) providing secure digital platforms for transaction management. We do not execute transactions, hold funds, or manage investments on behalf of clients.

4. User Representations and Warranties

By using our services, you represent and warrant that:

• You have the legal capacity to enter into binding contracts
• You are legally permitted to make your own investment decisions in your jurisdiction
• You understand we provide no financial advice and will seek professional guidance
• You are responsible for compliance with all applicable laws in your jurisdiction
• All information you provide is accurate, current, and complete
• You meet any investor qualification requirements (e.g., sophisticated/accredited investor status) if applicable

5. Geographic Restrictions

Our services may not be available in certain jurisdictions. This platform does not constitute an offer or solicitation in any jurisdiction where such offer or solicitation would be unlawful. Users are responsible for determining whether use of this platform is permitted in their jurisdiction.

We reserve the right to restrict access to our services in any jurisdiction at our sole discretion.

6. Intellectual Property Rights

All content, features, and functionality of the platform are owned by Oakhampton Capital Pty Ltd and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

7. User Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately of any unauthorized access or security breach. We are not liable for any loss or damage arising from your failure to protect your account information.

8. Subscription Services and Payments

Certain services require paid subscriptions. By subscribing, you agree to pay all applicable fees. All fees are non-refundable except as required by law. We reserve the right to modify pricing with 30 days' notice to existing subscribers.

Free trial periods (where offered) automatically convert to paid subscriptions unless cancelled before the trial end date.

9. Platform Fee Schedule & Non-Custodial Operations

Fee Structure

Oakhampton operates on a success-fee model. We only earn when transactions successfully complete. All platform fees are automatically calculated and distributed through blockchain smart contracts at the time of transaction finalization. Fees are never collected upfront or on incomplete transactions.

Non-Custodial Operations

CRITICAL LEGAL NOTICE: Oakhampton does NOT take custody of user funds at any time. All escrow and syndicate transactions are executed through autonomous blockchain smart contracts deployed on Polygon. The platform has ZERO ability to:

• Access, transfer, or freeze funds locked in escrow or syndicate contracts
• Modify transaction terms after smart contract deployment
• Override buyer, seller, or investor decisions
• Intervene in disputes (only designated arbiters can resolve disputes)
• Prevent refunds or withdrawals authorized by smart contract logic

Smart Contract Architecture

All transactions are governed by the following smart contracts:

• OakhamptonEscrow.sol: Non-custodial USDC escrow with 1% platform fee deducted on release()
• OakhamptonSyndicate.sol: Pooled investment contract with variable fees (6% equity, 3% debt/sales) deducted on deployFunds()

Platform Wallet

All platform fees are sent to the following Polygon wallet address upon successful transaction completion:

This wallet address is hardcoded in smart contracts and cannot be changed. All fee payments are publicly visible on the Polygon blockchain and can be verified by anyone.

Fee Calculation Examples

User Protections

• You maintain full cryptographic control of your funds until transaction finalization
• Smart contracts are publicly auditable and immutable once deployed
• Refunds and cancellations are governed by smart contract logic, not platform discretion
• All fee deductions are transparent and publicly verifiable on the blockchain
• No hidden fees, setup fees, or monthly charges for escrow/syndicate services

Regulatory Compliance & Licensing Status

Non-Custodial Exemptions: By operating as a non-custodial platform, Oakhampton does not act as a payment processor, money transmitter, broker-dealer, or custodian of funds. We do not require licensing as a financial services provider, money services business, or securities intermediary in most jurisdictions because:

• We never take possession or control of user funds
• Users transact peer-to-peer through autonomous smart contracts
• Platform fees are technology service charges, not financial intermediation fees
• We provide infrastructure, not investment advice or asset management
• All transactions are direct between users (buyer ↔ seller, investor ↔ company)

User Responsibilities: Users are solely responsible for:

• Verifying that their use of the platform complies with laws in their jurisdiction
• Obtaining necessary licenses or registrations for their business activities
• Reporting and paying all applicable taxes on transactions and capital gains
• Conducting their own due diligence on counterparties
• Understanding risks associated with blockchain transactions and cryptocurrency

AML/KYC Compliance: As a non-custodial platform, we do not conduct know-your-customer (KYC) or anti-money laundering (AML) checks because we never touch user funds. Users transacting through our platform should conduct their own KYC/AML due diligence as required by applicable laws in their jurisdictions. We reserve the right to terminate accounts suspected of illegal activity.

10. Prohibited Activities

You may NOT:

• Use our platform for any unlawful purpose or in violation of these Terms
• Attempt to gain unauthorized access to any part of the platform
• Interfere with or disrupt the platform or servers
• Use automated systems to access the platform without permission
• Misrepresent your identity or affiliation
• Engage in market manipulation or fraudulent activities
• Provide investment advice to other users through the platform

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OAKHAMPTON CAPITAL PTY LTD SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or use
• Investment losses or opportunity costs
• Errors or inaccuracies in information provided through the platform
• Unauthorized access to or alteration of your transmissions or data
• Actions or omissions of third parties using the platform

Our total liability to you for all claims shall not exceed the amounts paid by you to us in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Oakhampton Capital Pty Ltd, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (a) your use of the platform; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) any investment decisions you make.

13. Dispute Resolution and Governing Law

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions.

Any disputes arising from these Terms or use of our services shall be resolved through binding arbitration in Sydney, Australia, except where prohibited by law.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes via email or platform notification. Your continued use of the platform after such changes constitutes acceptance of the new Terms.

15. Termination

We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including breach of these Terms. Upon termination, your right to use the platform will immediately cease.

16. Contact Information

For questions about these Terms, please contact us at: