Last updated: 08/04/2026
1. Introduction
These Terms and Conditions (“Terms”) govern your access to and use of the RegenX platform (“Platform”), operated by RegenX Group Pty Ltd (ABN 30 670 812 389) (“RegenX”, “we”, “us”, or “our”). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, as updated from time to time. RegenX provides a technology platform designed to facilitate access to investment opportunities in clean energy and infrastructure assets, which are structured through regulated investment vehicles including Managed Investment Schemes (MIS) and Special Purpose Vehicles (SPVs). The Platform may incorporate digital asset and blockchain-based infrastructure as a settlement, ownership, and transparency layer; however, this does not replace or override traditional financial infrastructure such as licensed custody, fund administration, registry, or accounting systems, which continue to operate within regulated frameworks. These Terms govern your use of the Platform only and do not constitute an offer, recommendation, or solicitation to invest in any financial product. Any investment you make is subject solely to the terms set out in the relevant fund documentation, including information memoranda, offering materials, subscription agreements, and associated legal documents, which prevail in the event of any inconsistency with these Terms.
2. Nature of the Service
RegenX operates as a technology and investment facilitation platform that connects investors with structured clean energy and infrastructure investment opportunities, and does not act as the issuer, trustee, custodian, or holder of investor funds. Investment opportunities made available through the Platform are typically structured through regulated Managed Investment Schemes overseen by a licensed Responsible Entity or trustee, with assets held through underlying SPVs and administered by regulated service providers, including custodians and fund administrators. Where applicable, RegenX may act in the capacity of an investment manager and/or Corporate Authorised Representative of a licensed entity within an Australian financial services framework, with such roles and responsibilities clearly disclosed in the relevant fund documentation. All investor funds are held within the MIS and associated structures and are not received, controlled, or held by RegenX as principal, and RegenX does not provide custodial services. The Platform is intended to facilitate access, reporting, and operational efficiency, including the potential use of digital infrastructure for transaction processing and transparency, but ultimate legal ownership, control, and rights in relation to investments are governed by the underlying legal structures and agreements.
3. Investor Eligibility
The Platform is intended for use by wholesale or sophisticated investors as defined under the Corporations Act 2001 (Cth), and is not directed at, or intended for, retail clients. By accessing or using the Platform, you represent and warrant that you satisfy the criteria of a wholesale client, including where applicable holding a valid accountant’s certificate or meeting the relevant asset or income thresholds, and that you are legally permitted to access and use the Platform and participate in investment opportunities in your jurisdiction. You acknowledge that it is your responsibility to ensure compliance with all applicable laws and regulations in your jurisdiction, and that RegenX does not verify or guarantee your eligibility beyond any information you provide. RegenX reserves the right, at its sole discretion, to request evidence of your wholesale investor status, restrict access to the Platform, or refuse participation in any investment opportunity where eligibility requirements are not satisfied or cannot be verified.
4. No Financial Advice
All information made available through the Platform is provided for general informational purposes only and does not constitute financial product advice, personal advice, or a recommendation to acquire, dispose of, or hold any financial product. RegenX does not take into account your personal objectives, financial situation, or needs, and any investment decision you make is solely at your own discretion and risk. Information presented on the Platform, including projected returns, performance metrics, asset data, or other forward-looking information, is indicative only and may be based on assumptions, third-party data, or estimates that may not eventuate. You acknowledge that you are solely responsible for evaluating the merits and risks of any investment and that you should obtain independent financial, legal, tax, and other professional advice before making any investment decision. RegenX makes no representation or warranty as to the suitability, reliability, or performance of any investment opportunity made available through the Platform, and any fees, charges, or transaction costs applicable to investments or platform usage will be disclosed where required.
5. Investment Structure and Risk
Investments accessed through the Platform provide exposure to underlying clean energy and infrastructure assets that are structured through Managed Investment Schemes (MIS) and Special Purpose Vehicles (SPVs), and such investments are not bank deposits, are not guaranteed, and are not covered by any government compensation or protection scheme. Returns to investors are derived from the performance of the underlying assets and associated revenue arrangements, which may include contracted cashflows, savings-based agreements, and partially merchant-exposed revenue streams, all of which are subject to variability and uncertainty. All investments carry risk, including but not limited to counterparty risk arising from the failure of offtakers or contractual parties, revenue variability due to market conditions or performance-based income, liquidity risk where secondary markets may be limited or unavailable, regulatory, legal, and tax risks that may impact the structure or returns of an investment, and operational risks associated with asset performance, maintenance, or delivery. You acknowledge that you may lose some or all of your invested capital and that past performance, forecasts, or projected returns are not reliable indicators of future performance.
6. Custody and Handling of Funds
Investor funds are not held by RegenX at any time and are instead managed through regulated financial infrastructure in accordance with the applicable investment structure. Fiat funds (AUD) are deposited via regulated banking rails into segregated accounts held under the control of the trustee or Responsible Entity within the MIS structure, and such accounts are maintained separately from RegenX’s corporate or operating funds in accordance with the relevant fund documentation and regulatory requirements. Funds are allocated and deployed into underlying SPVs in line with approved investment structures and subject to trustee oversight. Where digital settlement mechanisms are utilised, including the use of AUDD or other blockchain-based instruments, such mechanisms are used solely to facilitate transaction processing, distributions, and settlement efficiency and do not represent deposit products or custodial services provided by RegenX. Conversion between AUD and any digital settlement instruments may be facilitated through regulated third-party providers, and RegenX does not issue digital currency or operate as a deposit-taking institution. RegenX does not hold custody of investor digital assets unless explicitly stated, and where digital assets are used, custody arrangements may involve third-party custodians or user-controlled wallets, with investors remaining responsible for managing access to their own wallets where self-custody applies.
7. Digital Assets and Blockchain Use
The Platform may utilise blockchain or distributed ledger technology to support certain operational functions, including the recording of ownership interests, settlement of transactions, and distribution of investment returns. Any on-chain representation of ownership is supplementary to, and does not replace, the legal ownership records maintained within the MIS registry and fund documentation. While blockchain technology provides transparency and auditability, it is subject to inherent risks, including but not limited to network congestion, technical failures, smart contract vulnerabilities, and cybersecurity risks. RegenX does not guarantee the continuous availability or performance of any blockchain network and is not responsible for losses arising from technical issues, wallet mismanagement, or third-party infrastructure failures. Users are solely responsible for securing their wallet credentials and understanding the risks associated with digital asset usage.
8. User Obligations
By using the Platform, you agree to provide accurate, complete, and up-to-date information at all times, comply with all applicable laws, regulations, and regulatory requirements, maintain the confidentiality and security of your account credentials, not engage in any activity that may disrupt, interfere with, or compromise the integrity or security of the Platform, and not use the Platform for any unlawful, fraudulent, or misleading purpose. RegenX reserves the right to suspend or terminate access to the Platform where a user breaches these obligations or where required to comply with regulatory or legal requirements. RegenX reserves the right to suspend, restrict, or terminate user accounts at its discretion, including where required for regulatory, compliance, or risk management purposes.
9. AML/CTF and Compliance
RegenX, together with its partners including the MIS trustee and regulated service providers, conducts identity verification, AML/CTF checks, and sanctions screening in accordance with applicable Australian laws and regulatory requirements. Users must provide all information and documentation reasonably requested to verify identity, source of funds, and eligibility to invest. RegenX reserves the right to refuse, delay, or cancel transactions, or restrict access to the Platform where compliance requirements are not met or where suspicious activity is identified. All transactions may be monitored and reported in accordance with regulatory obligations.
10. Limitation of Liability
To the maximum extent permitted by law, RegenX excludes all liability for any loss or damage, whether direct or indirect, arising from or in connection with any investment made through the Platform, any reliance on information provided on the Platform, delays, interruptions, or failures in transaction processing, failures or actions of third-party service providers, including custodians, payment processors, or blockchain networks, loss of access to digital wallets or private keys, and technical errors, system outages, or cybersecurity incidents. RegenX does not guarantee continuous or uninterrupted access to the Platform. Access may be restricted or unavailable due to maintenance, system failures, or third-party service interruptions. Nothing in these Terms excludes or limits any liability that cannot be excluded under applicable law. RegenX does not control and is not responsible for the performance, security, or availability of third-party service providers. All investments are made at your own risk.
11. Intellectual Property
All content, materials, software, data, designs, trademarks, branding, and other intellectual property made available through the Platform are owned by or licensed to RegenX and are protected by applicable intellectual property laws and regulations. Your access to the Platform does not grant you any ownership rights in relation to such intellectual property, and all rights not expressly granted are reserved by RegenX. You may access and use the Platform and its content solely for your personal, non-commercial use in connection with evaluating and participating in investment opportunities, and you must not reproduce, modify, adapt, distribute, transmit, display, publish, create derivative works from, or otherwise exploit any part of the Platform without the prior written consent of RegenX. Any unauthorised use of the Platform’s intellectual property may result in suspension or termination of your access and may also expose you to legal action.
12. Dispute Resolution
If a dispute arises out of or in connection with these Terms or the use of the Platform, the parties must first attempt to resolve the dispute in good faith through written notice and negotiation. A party claiming a dispute must provide written notice outlining the nature of the dispute, the desired outcome, and proposed resolution steps. Within 30 days of such notice, the parties must use reasonable endeavours to resolve the dispute through direct negotiation. If the dispute is not resolved within that period, the parties agree to submit the dispute to mediation administered in New South Wales, Australia, with the costs shared equally. Neither party may commence court proceedings unless this process has been followed, except where urgent interlocutory relief is required.
13. Indemnity
You agree to indemnify, defend, and hold harmless RegenX, its directors, officers, employees, affiliates, and service providers from and against any and all claims, losses, damages, liabilities, costs, or expenses (including legal fees on a full indemnity basis) arising out of or in connection with your use of the Platform, any breach of these Terms, any violation of applicable laws or regulations, or any act or omission by you or any person acting on your behalf. This includes, without limitation, any claims brought by third parties, misuse of the Platform, unauthorised access, or provision of false or misleading information. This indemnity survives termination of your use of the Platform.
14. Termination
RegenX may, at its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Platform where it reasonably believes that you have breached these Terms, failed to meet eligibility requirements (including wholesale investor status), engaged in unlawful or fraudulent conduct, or acted in a manner that may harm the integrity, security, or reputation of the Platform or its participants. RegenX may also terminate access where required to comply with legal or regulatory obligations, or where continued access is no longer commercially or operationally viable. Upon termination, your right to access the Platform ceases immediately; however, any obligations, liabilities, or rights accrued prior to termination, including indemnities and limitations of liability, will continue in full force.
15. Force Majeure
RegenX will not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government or regulatory authorities, power outages, telecommunications failures, cyber incidents, blockchain network disruptions, third-party service provider failures, or market infrastructure interruptions. During such events, RegenX’s obligations will be suspended for the duration of the impact, and RegenX will use reasonable efforts to resume normal operations as soon as practicable.
16. Stronger User Representations
By accessing or using the Platform, you represent and warrant on an ongoing basis that: you qualify as a wholesale or sophisticated investor under applicable law and will provide evidence of such status upon request; you have the legal capacity and authority to enter into these Terms and participate in investment opportunities, whether in your own capacity or on behalf of an entity; all information you provide is true, accurate, and not misleading; your funds are derived from lawful sources and are not connected to any unlawful activity; you have read and understood all relevant investment documentation prior to making any investment decision; and you accept full responsibility for your investment decisions, including all associated risks. RegenX reserves the right to verify any of these representations and to restrict or terminate access where they are not satisfied.
17. Wholesale Investor Status and Verification
You acknowledge and represent, on a continuing basis, that you qualify as a wholesale or sophisticated investor under applicable law. RegenX reserves the right, at any time and at its sole discretion, to request documentation or evidence to verify your investor status, including accountant certificates or other supporting materials. You agree to promptly provide such information when requested. If RegenX is unable to verify your status, or reasonably believes that you no longer meet the eligibility requirements, RegenX may suspend, restrict, or terminate your access to the Platform and any investment opportunities without notice. RegenX is under no obligation to permit access to any user who does not satisfy, or cannot demonstrate satisfaction of, wholesale investor criteria.
18. Electronic Communications and Execution
You consent to receiving all communications, disclosures, agreements, and notices electronically via the Platform, email, or other digital means. You agree that any documents provided electronically satisfy any legal requirement for written communication, and that your acceptance of terms, instructions, or agreements through electronic means including clicking to accept, digital signatures, or wallet-based confirmations constitutes a legally binding agreement equivalent to a physical signature. You are responsible for maintaining access to your nominated communication channels and for reviewing all communications in a timely manner.
19. No Guarantee of Access, Allocation, or Liquidity
Access to the Platform and registration as a user does not guarantee access to any investment opportunity, allocation in any offering, or the ability to participate in any transaction. All investment opportunities are subject to eligibility criteria, availability, issuer approval, and applicable regulatory requirements, and may be withdrawn, modified, or restricted at any time. RegenX does not guarantee that any application to invest will be accepted in whole or in part, and issuers or trustees may reject applications at their discretion. Further, RegenX makes no representation or guarantee regarding the availability of liquidity, including any secondary market or transferability of investments, and users acknowledge that investments may be illiquid.
20. Privacy
RegenX collects, uses, stores, and discloses personal information in accordance with its Privacy Policy and applicable data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles. By accessing or using the Platform, you acknowledge and consent to the collection and use of your personal information for purposes including identity verification, compliance with regulatory obligations such as AML/CTF requirements, operation and administration of the Platform, facilitation of investments and transactions, and communication with you regarding your account, activity, or investment opportunities. Your personal information may be disclosed to third-party service providers where necessary to provide services or comply with legal obligations, including trustees, Responsible Entities, custodians, fund administrators, banking partners, identity verification providers, and compliance or regulatory bodies. RegenX takes reasonable steps to ensure that such disclosures are limited to what is necessary and are conducted in accordance with applicable privacy laws.
21. Amendments
RegenX reserves the right to amend, update, or replace these Terms at any time to reflect changes in applicable laws, regulatory requirements, technology, or business operations, and any such amendments will take effect from the date they are published on the Platform unless otherwise specified. It is your responsibility to review the Terms periodically to ensure you are aware of any updates, and your continued access to or use of the Platform following the publication of updated Terms constitutes your acceptance of those changes. If you do not agree with any amendments, you must cease using the Platform and, where applicable, make arrangements in accordance with the relevant investment documentation governing your participation in any investments.
22. Governing Law
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.