. ConversationsTerms & Conditions


Please read these terms of use (the ® Ltd ‘Agreement‘ or ‘Terms‘ Of Use) before using this website, or the Company services or products offered by ® LIMITED. This agreement shall be deemed binding the moment you start using this website and the Company’s products and services. Using our website, company products and services, will imply that you have read, understood and agreed/accepted the full Agreement / Terms Of Use, this agreement will apply between you the User of this Website - ® and ® Limited - The Company.

® LIMITED is a Company incorporated and registered in the United Kingdom (UK), under the Companies Law 2012 and is registered with the United Kingdom Monetary Authority (UKMA), trading as ®. The Company’s Registered address is at - Pound House, 62a Highgate High Street, London, England, N6 5HX (UK). Company No. 10624771. Its Sister Company - (HK) LIMITED is Incorporated and registered in United Kingdom under the Companies Bill 2011. The Company’s Registered address is at - Unit 1605-6, Maltfield Plaza, 3-7A Prat Avenue, Rsim Sha Tsuibr, Kowloon, Hong Kong. Company Number 10624771. ® Limited is the owner of the Website ®. The name and stylised logo of ® and ® is a Registered Trademark, including the name and stylised logo of ® is also a Registered Trademark.

Your agreement to comply with these website terms and conditions for ® (CI) LIMITED and be bound by these Terms and Conditions is deemed to occur upon your first use of the ® website, Company products and services, including but not limited to registration as a member/user of the website, consuming online and offline training/products, and or any other services and products offered by The Company. The website terms and conditions is subject to updates and changes which you will be notified of by email or by status notification on your SC Account Profile with , you agree that all future updates and changes shall be binding and applies between you, the user/member of this website and ® LIMITED. If you do not agree to be bound by these Terms and Conditions, including future updates and changes, you should stop using the Website including Company products and services immediately, but these terms shall be applicable and actionable for any use of our services and products prior to your discontinuing use of the company website and all other services/products.

  1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

Account means collectively the personal information, personal profile, Payment/Financial Information and credentials used and provided by Users/Members of the Company website to access free or paid content, and or any communications System on the Website.

Membership Level means free membership or paid membership for premium access such as investment ready programmes, and or member identification such as ‘Investor Member’ or ‘User’ to the website displayed on their profile that will describe the Users current membership / access status.

Member(s)” means any individual member that creates an account and registers as a full member on the ® website and that is permitted one account per person only, including any third party member that accesses the Website and consumes any of our online and offline goods and services (free or paid), and is not employed by ® (CI) Ltd or ® (HK) Ltd and acting in the course of their employment.

New Member(s)” means any individual registered member who is investing or donating through the ® website for the very first time only.

User(s)” means any user that creates a basic/standard account on the ® website. Means any third party that accesses the website, consumes our online and offline goods and services (free or paid), and is not employed by ® (CI) LIMITED or ® (HK) Ltd and acting in the course of their employment.

Profile means any user, member that has an account with ®.

Visitor(s)” means any public visitor of the ® website.

You / Yourmeans visitors, Pitchers, Users and Members of this website, unless expressed otherwise.

Us / Wemeans The Company - Ltd and the website - .

® (CI) LIMITED means LIMITED (“The Company”), of Registered address at - CO Services Cayman Islands, P.O. Box 10008, Willow House, Cricket Square, KY1-1001, Cayman Islands. Company Number 129176C and is registered with the Cayman Islands Monetary Authority (CIMA).

® means the website ® means ® (CI) LIMITED (“The Company”) is the owner of The website ®.

®means The Company name ® (CI) Ltd.

SC®means ® (CI) LIMITED (“The Compay”); and ® (“The Website”).

The Companymeans ® (CI) LIMITED.

Companymeans ® (CI) LIMITED; ®; SC®.

Registered Trademarkmeans the Company name and stylised logo of ®, ®, ®, ® and SC® is a Registered Trademark.

Service/Product means collectively any online and or offline facilities, workshops, seminars, tools, services, products or information that makes available through the Website either now or in the future.

Services means free or paid services and products made available to you through this Website, including but not limited to our free or paid online memberships.

Content means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website.

Pitch / Pitchesmeans a submission of funding opportunities submitted by a SC® member such as entrepreneurs / companies; submission of any company details / files (such as links to video pitch, screen cast pitch and or text content produced or uploaded) using the ® website, or any other ‘CrowdFunding/CrowdInvesting’ communication with any staff member at ® in regards to raising CrowdFund and CrowdInvest finance, from agreement to terms upon submitting the pitch until the expiration of the pre-determine funding deadline.

Pitcher / Pitch Ownermeans any user/member profile such as an entrepreneur, or Company/Business that creates a pitch as a CrowdInvestee or CrowdFundee.

CrowdFund / CrowdFunding means the process of offering rewards to potential donors (or just donating without the exchange of rewards) to a pitch through the ® website. ‘CrowdFund’ or ‘CrowdFunding’ may also give a collective, universal meaning to overall CrowdFunding as a whole, such as CrowdInvest/CrowdInvesting (investment based CrowdFunding), and CrowdFund/CrowdFunding (rewards based CrowdFunding).

CrowdInvest / CrowdInvesting means the process of offering equity/shares in a Company to potential Investors through the ® website.

CrowdFundee means any member on the ® website that submits a CrowdFund pitch.

CrowdInvestee means any member on the ® website that submits a CrowdInvestment pitch.

CrowdFunder means any member/user that donates funds to any pitch on the ® website, or any member/user that donates funds to a CrowdFund pitch in exchange for rewards offered by the pitch owner.

CrowdInvestor means any member that Invests in a CrowdInvestment pitch in exchange for equity offered by the Pitch owner on the ® website.

Account / Account Holdersmeans all Pitchers, Members & Users of SC platform.

Doner/Donating means any user / member that donates funds to a pitch in exchange for rewards offered by the Pitch owner, or simply ‘just contributes/donates’ to back/support a Pitch in exchange for NO rewards on the ® website.

Back / Backing means any user / member that makes a pledge, contributes, donates funds, or invests funds in order to support a pitch on the ® website.

Funds means money/monies such as traditional Fiat Currencies, Digital Currencies (Crypto Currencies), E-Wallet; means any user / member that donates funds, or invests funds in a Pitch using either traditional Fiat currencies, Digital currencies (Crypto Currencies) or their E-Wallet on the ® website.

Fiat Currenciesmeans traditional money/monies such as Hong Kong Dollars, Chinese Yen, Cayman Islands Dollars, US Dollars, Euros etc.

Digital Currencies / Crypto Currenciesmeans Digital/Crypto monies such as Bitcoin and StartCoin. It is a medium of exchange like traditional fiat currencies such as HKD, USD and GBP etc.

E-Wallet / Digital Walletmeans storing of fiat monies, digital monies, credit/debit card information and other financial data stored in a Digital Wallet / E-Wallet Profile. Means a digital representation of balance and funds available in a users/members E-Wallet profile. A Digital Wallet / E-Wallet that allows users and members to make electronic commerce transactions.

Payment Information means any payment details/data required to enable donation, contribution or investment to any pitches, and for the purchase of Goods and Services from ® this includes but not limited to credit / debit card information, bank account and sort codes; Digital Currency Wallet Address; E-Wallet information and any other payment provider/gateway data such as Mangopay and PayPal. Means collectively - payment receipts, orders information, invoices, other receipts, confirmation email receipt or similar that may be in hard copy or in electronic format.

Minimum Funding Goalmeans the minimum total funding amount set by the Pitch owner. The minimum funding goal can be reached by raising funds through investments, backing and contributions. All funds will be transferred to the Pitch owner if at least the minimum funding goal is reached. However, the terms for ‘minimum funding goal’ do not apply to any backed and contributed funds as there are no set limits for backed funds and contributions, all backed and contributed funds will be transferred to the Pitch owner regardless of whether or not the minimum funding goal are reached.

Total Funding Goalmeans the desired total funding amount set by the Pitch owner. The total funding goal can be reached by raising funds through investments, backing and contributions. All funds will be transferred to the Pitch owner if either the minimum funding goal and or total funding is reached. However, the terms for ‘total and minimum funding goals’ do not apply to any backed and contributed funds as there are no set limits for backed funds and contributions, all backed and contributed funds will be transferred to the Pitch owner regardless of whether or not the total or minimum funding goals are reached.

Free Investmentmeans ‘free investments’ (amount of free investment offered will be defined in the ® website, offer made will be available to ‘new members’) offered to ‘new members’ ONLY who are investing for the very first time on the ® website.

Post Funding means the execution of administrative and legal work that is processed after the Pitch expires and when it reaches its fund goal and before the funds are released to the Pitch owner.

Systems means any online, cloud based digital communications infrastructure that ® makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links.

Website means the SC website - that you are currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions.

Platformmeans the SC website - that you are currently using

  1. Age Restrictions

There are no age restriction for opening a standard ‘User account’ with ® or for browsing this website. However, person must be age 16 and above to hold a full members account with ®, that notwithstanding, each individual member shall be solely responsible for checking their own country jurisdiction in regards to age restrictions for such a membership on ® website.

  1. Business Customers

These Terms and Conditions also apply to customers procuring Services in the course of business.

  1. Intellectual Property

    1. Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content/Material created online and offline, and any other content / material created under the guidance of with the initial intention of using such content/material on SC website or with the intention of raising finance with SC including but not limited to SC online and offline training content or information in regards to raising finance, including content/material created for the website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images such as photo’s, videos and art work, sound clips, video clips, data compilations, page layout, underlying code and software is the sole property of LIMITED including any of our sister Company’s, and where applicable our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable Cayman Islands Copyright laws and Intellectual Property laws.

    1. Subject to Clause 5 and Clause 6, you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by authorised personnel at LIMITED.

    1. As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law. The Service is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the section of these Terms of Use titled, "Projects: Fundraising and Commerce"). You are responsible for all of your activity in connection with the Service. You shall not permit any third party using your account to take any action, or Submit Content, that:

      1. infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;

      1. you know is false, misleading, non-factual, lacking of official proof and evidence or inaccurate;

      1. is unlawful, threatening, abusive, harassing, racist, prejudice, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;

      1. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;

      1. contains software viruses or any other computer codes, files, or programmes that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or

      1. impersonates any person or entity, including any employee or representative of the Company.

    1. Additionally, you shall not: take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); run Mail list, List serv, or any form of auto-responder or "spam" on the Service; or use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.

    1. You shall not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate, or otherwise create derivative works of any part of the Service; or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

    1. The Company does not guarantee that any Content, online or offline services and products will be made available through the website. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a campaign or project; remove, edit, or modify any Content, including, but not limited to, any User/Member Submission; and remove or block any User/Member or User/Member Submission.

    1. The company retains sole ownership of all Copyrights and Intellectual Property rights created under the guidance of SC, SC online and offline training, and created for the SC website including but not limited to images such photo’s, all videos, including videos created for the purpose of pitching on SC website, sound/sound clips, data compilations, page layout, underlying codes and software text, graphics, logos, icons, and any other images, software and audios. All videos, images, audios are not permitted for use without the written permission and or ‘sign off / release’ have been granted by the company. Videos, audios and other images can only be used outside of our website when relevant intellectual property release form(s) have been signed off. If a release form is signed off for videos including but not limited to audios, photo images and or all other images, it shall be deemed that the company releases the rights and ownership of the intellectual property in accordance with the release contract. Without any prior notice or reason SC reserves the right to decline signing off and releasing any such ownership to any intellectual property for whatever reason.

reserves the right not to comment on the reasons for any of these actions taken and rights excercised.

  1. Website/Company Intellectual Property Notice

    1. Copyright Notice & Registered Trademark; The name and stylised logo are a Registered Trademark of ®; ®; ® and ® All Rights Reserved. The content of this website is protected by the Copyright laws of Cayman Islands and conventions. No content from this website may be copied, reproduced or revised without the prior written consent of ® (CI) LIMITED. Copies of content may be saved and/or printed for personal use only.

    1. Registered Trademark Notice: ® is the subject of a Registered Trademark - Name. Registered Trademark No. 2589110.

    1. Trademark Application Notice: ® is the subject of a Registered Trademark - Stylised Logo. Registered Trademark No. 2618595.

  1. Third Party Intellectual Property

    1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

    1. Subject to Clause 6.1 and 5.1 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website, prior written consent and permission given by authorised SC personal/management, or unless given express written permission to do so by the relevant manufacturer or supplier.

  1. Fair Use of Intellectual Property

Subject to Clause 4 and Clause 5, material from the Website may be re-used without written permission where any of the exceptions detailed in the Cayman Islands Copyright Designs and Patents Act apply.

  1. Links To Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

  1. User Generated Content / Community Website Disclaimer

    1. , makes no warranty or representation that this website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all computer systems, digital/electronic devices and mobile systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of this website.

    1. is not responsible for any material created or submitted by users and members of this website. No material created by users is endorsed or otherwise supported by and assumes no responsibility for any offence, loss or other harm resulting from material created or submitted by users and members.

    1. No part of this website is intended to constitute advice, the content and services of this website should not be relied upon when making any decisions or taking any action of any kind.

    1. The information on this website is not designed with commercial purposes in mind. Commercial use of the content of this website is prohibited under of the Company Website Terms & Conditions. Any such use constitutes a breach of the Website terms and conditions / terms of use and makes no representation or warranty that the content and services of this website is suitable for use in commercial situations or that it constitutes accurate data and advice on which business decisions can be based.

    1. Whilst every effort has been made to ensure that all descriptions of services available from correspond to the actual services available, is not responsible for any variations from these descriptions.

  1. Use of Communications Facilities

    1. When using this website and the enquiry form, or any other System on the Website you should do so in accordance with the following rules:

      1. You must not use obscene, offensive, racist, sexist, antisocial and vulgar language;

      1. You must not behave obscenely that will cause offense to other Members, Users and Pitchers, or behave in an antisocial way such as - online ‘Trolling’ or harassing, you will refrain from abusive, offensive or threatening behaviour towards Members, Users and Pitchers of this website.

      1. You must not submit Content that is unlawful or otherwise objectionable. This includes but is not limited to content that is abusive, offensive, threatening, harassing, prejudice, defamatory, attack on religious beliefs, ageist, sexist, or racist;

      1. You must not submit Content that is intended to promote or incite hate and violence;

      1. You must not submit Content, express opinions, ideas or beliefs without hard official proof of evidence or without legal validation that may discredit , mislead, or cause loss and harm in any way including but not limited to financial or personal loss and harm to an individual or Company reputation.

      1. All submissions and inquiries must be made using the English language(s) only as we may be unable to respond to enquiries submitted in any other languages;

      1. The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

      1. You must not impersonate other people, particularly employees and representatives of or our affiliates; and

      1. You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.

      1. You must not include, intervene, interfere or intercept any ongoing investigation, litigation or dispute carried out by SC. Any disputes and litigation shall be strictly between SC and the individual users/members, this applies to both online and offline. Any disputes including but not limited to litigation is strictly confidential and private and shall be between the member/user (you) and The Company - SC. Any breach of this terms by the user/member which causes The Company loss such as including but not limited to financial loss, company and personal reputational loss and or any other loss. Financial compensations and any other compensations shall be due to SC. The users/members shall be liable to pay all costs incurred by The Company in relation to this breach of terms.

    1. You acknowledge that reserves the right to record and monitor any and all communications made to us or when using our services and Systems.

    1. You acknowledge that may retain copies of any and all communications made to us or when using our services and System.

    1. You agree that may communicate with you through your account or through other means including but not limited to email, mobie devices, smartphone devices and other digital electronic devices, telephone, or delivery services such as courrier services and postal services, that we may contact you to discuss your account or services associated with . Please review your setting on your account to control what kind of messages you receive from . You acknowledge and agree that we shall accept no liability associated with or arising from your failure to maintain accurate contact details or other information on your SC account, including, but not limited to, your failure to receive critical information about SC Services and products.

    1. offers various forums such as , Pitch Questions and Answers, and Network Updates, where you can post your observations and comments on designated topics and pitches. also enables sharing of information by allowing users to post updates, including links to news articles and other information such as other pitches, due diligence, product recommendations, and other content to their profile and other parts of the site, such as Company Pages.

    1. Any questions, feedback, suggestions, comments, inquiry and or requests you post to the Pitcher on the 'Questions & Answers' section of the website, must be done so without false/unfounded accusation and without intention of causing harm, damage, or loss (including financial loss/damage) to the Pitchers CrowdFund or CrowdInvestment. In the case of criticism, you will provide constructive criticism only without use of vulgar or abusive language, you will avoid criticism that may cause the Pitcher embarrassment, loss, damage or harm, or greatly/negatively affect the reputation of the Pitcher's CrowdFund, unless the criticism is justified to be legally truthful and accurate. Any information, comment and opinion you wish to express or disclose publicly on the Pitcher's CrowdFund must be backed with hard official evidence or information that has been legally verified, including communicating and sharing of such information, comment and opinion made privately to other users and members. Any information disclosed must be officially, legally and factually accurate, and truthful and shall not be subject to libel, defamation, and shall not disclose any information publicly that is legally or officially meant to be Strictly Confidential Only.

    1. members that launch a CrowdInvestment pitch can create Company Pages for free, however, may close or transfer Company Pages, or remove content and pitch from the website at any time without prior notifications if the content violates any part of this Agreement or any Copyright and Intellectual property rights law.

    1. Please note that ideas you post, due diligence and information you share may be seen and used by other Users/Members, and cannot guarantee that other Users will not use the ideas, due diligence and information that you disclose and share on . Therefore, if you have an idea or information that you would like to keep confidential and or don’t want others to use, or may be subject to infringement of third party rights due to you sharing it, do not post it anywhere on website. is NOT responsible for a user’s misuse or misappropriation of any content or information you post on any part of website.

    1. You are solely responsible for your interactions with other Users/Members. Without any prior notifications to you, may in certain circumstances, prohibit or block you from using SC services, contacting other Users/Members for any reason at any time through either use of the website, or otherwise limit your use of the website services. reserves the right, but has no obligation, to monitor disputes between you and other users/members of the website and to restrict, suspend, or close your account. Any dispute / litigation between the individual user/member and SC shall be treated strictly private and confidential by the parties concerned, you shall not share or include other users, members or third parties in relation to any disputes / litigations, you shall not intervene or intercept with disputes / litigation that does not concern or involve you or other members/users.

    1. Where has provided you with a translation of the English language version of this Agreement, the Privacy Policy and any other documentation...you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service such as Premium Services will govern your relationship with .

    1. You acknowledge and agree that any communications and information you send to us through our Systems such as posting comments and opinions on the forums/chat, or similar may be modified or removed by us in any way, without any prior notificiations, for any reason and without having to provide a reason to you, and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of your communications and information must be communicated to us in advance, yet we reserve the right to reject such terms and associated information.

  1. Suggestions To

By submitting ideas, suggestions, documents, or proposals ("Suggestions") to through its comment, suggestion or feedback webpages, you acknowledge and agree that your Contributions to such suggestions do not contain confidential or proprietary information; is not under any obligation of confidentiality, express or implied, with respect to the Contributions; shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; may have something similar to the Contributions already under consideration or in development; you irrevocably assign all rights to your Contributions; and you are not entitled to any compensation or reimbursement of any kind from under any circumstances.

  1. Pitching; Donation & Investment Process

    1. is a platform where entrepreneurs, businesses, Project Creators and CrowdFunders meet, and where entrepreneurs, businesses and Project Creators create online pitches on our website to raise funds in exchange for shares (equity) or rewards. By backing/donating (CrowdFunding), contributing (Just Giving), investing, and or creating a pitch, you agree to be bound by this entire Agreement, including the following terms:

      1. CrowdFunders and CrowdInvestors agree to go through our Anti-Money Laundering (AML) and Customer Due Diligence (CDD) process at first point of creating a new SC account and when becoming a new member or user, or when investing or backing a Pitch for the first time on the SC platform. All AML and CDD must be completed before making your first investment and your first backing, or finalisation of your first investment and or backing. CrowdFunders and CrowdInvestors agree to provide their payment information at the time they pledge their investment, back and or invest in a pitch. Payments may be made via Card, bank details, Bank Transfer, Crypto Currencies and or any other payment Gateway provided on the website. All pledged funds will sit in a third party Escrow account, funds will only be transferred to the Pitch owner once the Pitch successfully reaches its funding goal. The payment will be collected immediately upon successful confirmation of fund clearance with the exception of payments made with bank account details, or Bank Transfers, as this is could take up to 3-10 working days, but may take longer depending on your bank, you are responsible for checking the time line of fund clearance with your bank. Any transaction fees charged by the payment provider or bank shall be incurred by the CrowdFunders and CrowdInvestors. Once a donation or investment is made to a live/pending Pitch and or successfully funded Pitch (where the Pitcher reaches its funding goal), monies will be non-refundable. Monies donated/contributed, or invested in a live/pending Pitch will not be immediately available for viewing in your SC profile account under "My Financials" section of the website. When you back, contribute, or invest in a Pitch and choose to make payment by bank transfer...if requested, we will allocate a pledged funds to the relevant Pitch pending receipt of your bank transfer. You must provide the relevant reference code when making the bank transfer and it must be received by us within 7 days, or before the Pitch expires, otherwise your investment, donation and contribution will be void/cancelled. The monies will be allocated to the Pitch you choose to invest, back or contribute in. If monies invested, backed or contributed is allocated/pledged to a Pitch that successfully reaches its funding goal, the money will be transferred to the CrowdFundee and or CrowdInvestee bank account. If monies invested, backed or contributed is allocated/pledged to a pitch that is unsuccessful (did not reach its funding goal), then funds will be allocated/returned back to the Investors, backers and contributors relevant account from where funds originally came from. All funding activities can be viewed on your SC profile account under "My Financial" section of the website.

      1. When investing, backing or contributing to a Pitch, any third party transaction fees (such as bank fees and payment gateway fees) will be displayed during the transaction process and all fees shall be charged to the CrowdInvestors and CrowdFunders on top of funds made.

      1. CrowdFunders and CrowdInvestors may make further investment, donations or contributions subject to our accredited investor, sophisticated investor and high net worth terms and conditions, but may not decrease, or cancel their investments, donations or contributions, as all funds made are final. In the event that it is proven that the CrowdInvestee or CrowdFundee pitched anything deliberately misleading or acted unlawfully, the Pitch will be cancelled with all monies returned to the rightful owner of the funds made. However, when investing, backing or contributing to any Pitch, we accept no responsibility for the content/statements made on any Pitch, delivery of rewards, issuance of equity and any other deliveries or duties associated with the Pitch, or it’s satisfactory, and or any return on investment, it is assumed that you have read and understood our Risk Warning, Limitation and Liability and Indemnification Clause set in this agreement.

      1. The Estimated Delivery Date listed by the Pitch owner for rewards or any other deliveries stated is not a promise to fulfill by that date, it is merely an estimate of when the Pitcher hopes to fulfill their duties of deliveries by.

      1. Pitchers agree to make a good faith attempt to fulfill each reward or other deliveries stated by its Estimated Delivery Date.

      1. CrowdInvestee agree to make a good faith attempt to stay as planned and stated in the business plan and financial model submitted in the pitch.

      1. For all pitches, gives to the Pitcher each CrowdInvestor and CrowdFunder their Account Name and funding amount details, and ability to connect and message the CrowdFunders and CrowdInvestors. They also have the right and ability to reject any funds by contacting the member of the team. For all successful Pitch campaigns, additionally provides to the Pitchers’ - names, residential address, email address and contact numbers of all CrowdInvestors and CrowdFunders.

      1. will perform ID Verifications on all new members who have backed or invested in a pitch for the first time. You are solely responsible for providing SC with up to date ID in the event your circumstance change or ID’s are updated due to change of circumstances. We may request you to update your ID again after a reasonable period of time in order to comply with our AML and CDD requirements. will perform AML checks on all CrowdInvestees before they upload their pitch. All members and users will be required to perform AML and CDD checks before they receive their Share Certificates, rewards and any other relevant deliveries or Agreements. CrowdInvestees will not receive their funds until all AML checks are performed on all parties.

      1. For certain rewards, the Pitcher may require further information from all members and users that funded their Pitch, such as a mailing address or t-shirt size in order to enable the Pitcher to deliver the rewards. The Pitcher shall request the information at some point after the fundraising campaign is successful. To receive the reward, members and users agree to provide the requested information to the Pitcher.

      1. does not offer refunds once donations, contributions or Investments has been made. When a pitch reaches its funding goal successfully, the Pitcher is not required to grant refunds to any members and users, unless the Pitcher is unable or unwilling to fulfill the rewards part of the Pitch.

      1. Pitchers are required to fulfill all rewards of their successful CrowdFunding campaigns or refund any members and users whose rewards they do not or cannot fulfill.

      1. In the event a Nominee Agreement is NOT in place or NOT required, CrowdInvestees are required and responsible to deliver all share certificates to CrowdInvestors and update Companies Registry with records of all new shareholders before funds are released to the CrowdInvestee. CrowdInvestees are responsible to follow up on any other administration or information required from the CrowdInvestors in order to complete the final administration process. Where CrowdInvestees wish to avail of it, SC may procure and seek appropriate authorised firms to complete the final administration process at a fee, or if requested we can offer a Company Secretarial service for a fee to help administer this process before funds are released to the CrowdInvestee. All CrowdInvestors are required to complete our AML and CDD procedures, including ID checks by manually uploading all required documents such as a photo ID and an address verification document, directly onto their SC account profile. All AML and CDD/ID checks are completed internally by SC, all checks and procedures must be completed by all members before any investment funds are released to the CrowdInvestees. The following are acceptable photo ID: an up to date official passport, EU ID and or Drivers Licence. The following are acceptable address verification document: an up to date utility bill (must be recent and within 3 months, from date of uploading the document), or an up to date Drivers Licence but as long as the Drivers Licence is not used as a Photo ID, for it must be one ID per verification, we will Not accept one ID to confirm both photo ID and address verification.

      1. Pitchers cannot cancel their CrowdFund or CrowdInvestment Pitch whilst the Pitch is live, however, Pitchers may cancel and refund their CrowdFunders and CrowdInvestors when the pitch expires, but must cancel and process all refunds before release of their funds. If the Pitcher cancels and processes all refunds, then they are not required to fulfil the rewards and Share requirements. In the event Pitchers are unable to fulfil their rewards, Shares, after they receive their funds from , the Pitchers shall be liable and solely responsible to return all funds back to CrowdInvestors and CrowdFunders, any dispute after the funds are released to the Pitcher shall be a dispute to be resolved between the Pitchers, CrowdInvestor, and CrowdFunders only, will not participate or be held responsible for any dispute or disagreement arising between Pitchers, CrowdInvestors and CrowdFunders after the funds are released.

      1. Pitchers should not take any action whatsoever in reliance on having the money from their funders, until they rightly receive their funds in their bank account.

      1. Due to possiblities of failures of payments from CrowdInvestors and CrowdFunders, cannot guarantee the full receipt of the amount invested, backed and contributed minus fees.

      1. reserves the right to cancel a investment, donations and contributions at any time and for any reason without any prior notice.

      1. reserves the right to reject, cancel, interrupt, remove, or suspend a pitch at any time and for any reason without any prior notice. is not liable for any damages, reputational loss and financial loss as a result of any of those actions. reserves the right not to comment on the reasons for any actions taken.

    1. is not liable for any damages or any type of loss incurred in relatiion to any of our products and Services. All dealings are solely between Pitchers, Members and Users. is under no obligation to become involved in disputes between any Pitchers, Members, Users and or third parties. This includes, but is not limited to, delivery of rewards, goods and services, investment returns, dividends, and any other terms, conditions, warranties, or representations associated with pitches on the Site. does not oversee the performance or punctuality of projects. The Company does not endorse any User Submissions. You release , its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and Services.

  1. Pitch Summary.

Once you become a full member of SC, upon logging onto the platform you will be able to access the full "Invest" (investment) section of the website, but a standard, general overview version of the "Invest" section will appear if you are not a full member of SC, meaning if you have a standard, general account with SC (standard user account), then this version of your account will only contain very general information, limited access and functionality to the platform/website, and will not permit you to see the investment section of the website or allow you to make an investment. When you access the Invest section as a full member of SC, you will be able to see a investment summary information page outlining some details about the businesses that are currently seeking finance through , we refer to this information as “Private Members Page” or the "Pitch Investment Summary" which is accessible by registered and qualified members ONLY. You can browse the Pitch Summary in the order in which they are presented or you may search the summary pitches with the search tool provided on the platform.

  1. Detailed Pitches.

You can click through any pitch summary to see additional information about the business, which we refer to as a "Pitch Detail" (a pitch summary and detailed pitch together are a “business pitch"). A detailed pitch includes the answers that the business has provided in response to a set of questions and other requested files like business plans, financial forecasts, slide decks, articles of association, video pitch and any shareholder agreements we asked the CrowdInvestee who created the pitch to provide. The pitch will also include information on how much finance the business is seeking, in the case of Investments, what percentage of its equity it is offering in exchange for that capital and how long the pitch will stay active (meaning for how long investment will be accepted). The detailed pitch is the information upon which you will make an investment decision with respect to the business.

  1. Our Review and Approval.

We have reviewed every Pitch that you see on the website. We have made every effort to check that the information is "fair, clear and not misleading". You should note that in the case of ‘factual statements’ made by the Pitcher, we do review the information and any evidence provided by the business but while we take reasonable care in our review we do not audit it or endorse it as we are unable to identify its authenticity, which means that we will not be liable if we fail to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made by the Pitcher (other than by reason of our gross negligence), for this reason you shall be solely responsible to perform your own due diligence on the Pitcher, or get active and join the SC Crowd Diligence (CD), which we provide on our website for you to perform your own Crowd Diligence (CD) on the Pitcher. You should further note that in the case of aspirational statements, or statements of opinions or belief that the entrepreneurs who are Pitching on our platform are likely to express very high ambitions, we may approve such statements that convey those ambitions even where we do not have a view on whether it is likely that they will fully achieved it, and approval to pitch does not convey a belief on our part that it is likely that they will fully achieve such ambition.

  1. No Reliance on Other Information and No Recommendations.

Our approval of a pitch, does NOT mean that we are recommending that you make an investment, donation, contribution in the businesses or entrepreneurs, or that we believe the businesses or entrepreneurs are likely to be successful or that we take any responsibility, or will in any way be liable to you if the businesses or entrepreneurs are not successful. The investment and donation decisions with respect to any investment, donations and contributions made through the website is yours and yours alone. Other than what is contained in the Pitch, we have not reviewed or approved any information about the businesses or the individuals, including but not limited to any information on websites that are linked to the Pitch such as - the business website or social media profiles of entrepreneurs or of the business itself and you may not rely on any such information in making your investment decision.

  1. Confidentiality and Appropriate Use of Pitches.

Pitches are presented on the platform in order for you to make your investment, donation and contribution decisions and not for any other purpose. With respect to information contained in the Pitch summary you are not legally required to keep the information confidential, but you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation or the Pitches (businesses).

  1. No Request for Deletion.

Once your Pitch goes live on the SC platform you will not be able to request the amendment, destruction or deletion of any of the records relevant to your Pitch unless we are required to destroy or delete them by force of law or other regulatory requirement.

  1. Self Certification

You may self-certify as either a "high net worth individual" a "sophisticated investor" or an “accredited investor”. Those terms have specific definitions under the statutory instruments promulgated pursuant to the Cayman Islands Monetary Association (CIMA) and Cayman Islands International Monetary funds (IMF) of the Financial Sector Regulations and Supervision. Self- certification involves signing electronically a statement (provided in the profile section of your account under the investor term) where you confirm that you fall within the relevant definition. You may only Self Certify if the content of the full statement actually apply to you, meaning that you are in fact either a "high net worth individual" a "sophisticated investor" or an “accredited investor. If you choose to self-certify as a high-net-worth individual, a sophisticated investor or an accredited investor then you must do so truthfully, honestly and completely. Definitions, restrictions, rules, terms and requirements in regards to making individual investments will vary depending on your country jurisdictions, you are therefore responsible and required to check with your country jurisdictions and regulators before making self-certifying as an investor on SC. Any inaccurate or false statement made by you may result in disqualification and removal of your SC membership and switched to a standard SC User account instead, or a complete disqualification and cancellation of your SC account, and in certain circumstances we may blacklist you as a Member or User from ever using , we reserve the right to disqualify, cancel or blacklist any Members and Users without any prior notice, for whatever reason and without the obligation to provide reason.

  1. Investment Limitation

If you become a CrowdInvestor following completion of your credit check and identity verification and an upgrade of your Membership level, you should invest what you can afford to lose (see Risk Warnings for full details). If you certify that you are a sophisticated investor, high net worth individual, or an accredited investor, there is no imposed restriction on the amount you may invest, unless we detect suspicious behaviour, we reserve the right to investigate any suspicious and request documentations to confirm authenticity and accuracy of any information you have provided to us in regards to your Membership declaration. Though there is no imposed restriction on the amount you can invest, you must NOT invest more money through the SC website than you can afford to lose without altering your standard of living.

  1. Type of Investments

If you become a CrowdInvestor, you will have the opportunity to invest in any of the investments available in the "Invest" section of the website. Some of these businesses may only be at concept stage and some may have made progress toward commencing trading or be in a phase of post revenue trading. Before a business can qualify to Pitch on our platform, we would have performed due diligence to check that they have been incorporated as a Company.

  1. Multiple Investments

You may invest or donate multiple times in the same Pitch if you so choose. In order to do so, you will need to repeat the investment and or donation process.

  1. Fees and Payments

By joining , you are becoming a member of which is free. However, we may charge fees for certain products and services. If you decide to purchase any of our paid services or products, you have an opportunity to review and accept the cost of the products or services you opt to purchase, you will also pay for any transaction fees charged by some banks and payment terminals, e.g. debit/credit card merchant terminals may charge transaction fees for purchases or refunds made, these types of transaction fees shall be payable by you. In the event we confirm the fees/charges and also quote prices for our services and products before purchase being made by you, the fees and prices are not guaranteed or fixed upon the date you decide to purchase as fees and price quotes are subject to updates and changes, all updates and changes to fees shall be confirmed upon purchase and shall be confirmed on your invoice or purchase receipt, SC reserves the right to introduce the new updated price and quotes at point of purchase./p>

All investee entities that reach at least their minimum funding goal advertised on our platform will be charged 5% success fee of the total funds raised. Investee entities shall also incur a charge of US $2,000 for Legal Fees, a service that will include the setup of an investee entity special purpose vehicle (SPV) to hold shares in the investee entity for investors, the administration and process of completing anti money laundering (AML) checks and know your customer (KYC) procedures for all investors in the investee entity SPV, issuance of share certificates for all investors in the investee entity SPV and calculations for the Members register updates for the investee entity SPV. Any additional legal expenses required by the investee entity that fall outside of those listed in this clause are the responsibility of the investee entity./p>

In the event you sought investment for your investee entity privately outside of the SC platform then you must notify us immediately and any funds raised are added to the pitch as ‘raised externally’ with no success fee charged on funds raised externally. If these investors invest directly in the investee entity and are excluded from our investee entity SPv members register, then there is no charge to the investee entity, however if the investor would like to invest through the investee entity SPV, the 5% fee is payable by the investee entity./p>

Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service./p>

Any funds (monies) donated, invested by all paying members, are collected by one of our merchant processors, or by a cryptocurrency payment processor or by Bank Transfer or by an alternative payment gateway. is not responsible for the performance of these payment Gateways./p>

Should the investee entity pay dividends or the investee entity / investor transfer proceeds / ownership from the sale / transfer of shares in the investee entity, then we distribute all entitled funds to the SPV investors and charge the SPV investors 5% of the funds distributed as a result of a share sale / transfer and there is no charge to the investee entity for this share sale / transfer of shares in the investee entity / investee entity SPV..

  1. How Your Money Is Held.

Depending on the method of payment used by you, any money that has been transferred by you to a Pitch, but has not yet been withdrawn or transferred to the CrowdInvestee / CrowdFundee account, will be held with the third party Escrow (payment) provider. For the period between when you make a pledge, donation, or investment to a live, open and pending pitch, the money will continue to sit in the third party Escrow account, but it will not appear as part of the balance shown in the “My Financials” section of the website (in your SC account), and it will not be available for you to withdraw from the third party Escrow account. Balance will show in the "My Financials" section of the website (in your SC account) and will be ready to be returned back to you if the pitch you donated or invested in fails to reach its funding goal, but funds will only return back to the account you originally paid from.

  1. Receiving Money For Your Pitch.

During your funding and administration process funds will be held with the third party Escrow (payment) provider, the funds will continue to sit in the third party Escrow account until final completion of your Pitch administration and legal process, Your fund balance will appear in the “My Financials” section of the website (in your SC account). Once all final administration and legal work is complete, we will transfer your funds to your business bank account.

  1. Taxation

Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility, and as required by law we will not deduct or withhold any taxes for you or provide you with any statements, advice, or information with respect to your tax liability other than the information about your account.

    1. Tax Reliefs: Depending on your country location your government may provide certain types of tax relief for certain investments made. It is entirely your responsibility to seek out information on tax reliefs associated with your country.

    1. Investor Eligibility: Depending on your country residency, there may be a number of restrictions as to which investors are able to claim a relief as you may not be able to take advantage of certain tax incentives offered by your government. It is entirely your responsibility to seek out information on eligibility and restrictions of eligibility associated with your country.

    1. Loss of Relief: Depending on your country residency, eligibility for a relief can be lost as a result of subsequent events (for example sale of the shares or changes to the business or ownership of the CrowdInvestee Company), and no guarantee can be given that your investment will remain eligible.

  1. Sales of Goods Website Disclaimer

    1. makes no warranty or representation that this website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all computer systems, that it will be secure and that all information provided will be accurate. make no guarantee of any specific results from the use of this website.

    1. No part of this website is intended to constitute advice and the content of this website should not be relied upon when making any decisions or taking any action of any kind.

    1. Your order for our products & services constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled.

  1. Accounts

    1. In order to procure Services on this Website and to use the SC Crowd Diligence / chat or similar facilities you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as we may not require payment information until you wish to make a purchase. By continuing to use this Website you represent and warrant that:

      1. all information you submit is accurate and truthful;

      1. you have permission to submit Payment Information where permission may be required; and

      1. you will keep this information accurate and up-to-date.

      1. Your creation of an Account is further affirmation of your representation and warranty.

    1. Do not share your Account details, particularly your username and password. accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. You shall refrain from using Other Users’ Account. If you use a shared computer, do not save your Account details in your internet browser where others users of the same computer can find it. Further, you are responsible for anything that happens through your account until you close down your account.

    1. If you have reason to believe that your Account details have been obtained by another without consent, you should contact immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences (payment cleared for our services/ products) prior to your notifying us of the unauthorised nature of the order or payment, accepts no liability or responsibility and you should make contact with the third party service provider detailed in the Purchase Information. OR will suspend provision of Services and the withdrawal of any scheduled payments pending investigation.

    1. When choosing your username you are required to adhere to the terms set out above in Clause 9. Any failure to do so could result in the suspension or deletion of your Account.

  1. Termination of online Members & Users Account.

    1. Either or you may terminate your Account at any time for whatever reason. If terminates your Account, you may be notified by email with an explanation. Notwithstanding the foregoing, we reserve the right to terminate without giving reason/explanation.

    1. If terminates your Account, any current or pending orders will be cancelled; any payments pending or due for a Pitch (before cancelation of your Account) all balance owing will be due for payment to SC. reserves the right to collect all debt owed for products & services ordered or delivered for your account.

    1. reserves the right to decline or cancel orders and or payments made to a Pitch, including but not limited to all product or services without stating reasons and for any reason prior to processing payment or commencing Services provision.

    1. Upon and or after Cancelation of your account, reserves the right to collect all outstanding payment owing to the Company for all goods and services delivered, all outstanding monies owed will be due and payable to the Company regardless of whether goods and services were consumed or completed by you.

    1. All promotions are time sensitive and only valid from the specified promotional start date and to the specified promotional end date only. No refunds, exchange or claims can be made back under any promotional offering by those who made any purchases before, during and after the promotions expiry date. All promotional offers are available to first time buyers only unless otherwise specified in the promotional webpage or other promotional tools and materials.

    1. If you terminate your account, or other paid products and services, then your account, products and services will be cancelled. Subject to clause 29.7 no refund will be due on products and services that was cancelled. Any arrears due on our products and services purchased...the Company reserves the right to collect all debt owing for all Goods and Services provided. ‘Re-Subscribe’ option for any Member or User account will NOT be available, once your account is cancelled, you will be required to complete a new application for a Member or User account.

    1. All investments, donations and contributions made are final and non-refundable. Some payment merchants may charge transactions fees upon purchases made and upon refund, these additional merchant fees are payable by the buyer (you). Before purchasing any investments, or making any donations or contributions, you will be able to view Pitch videos, digital content including digital brochures (if available and up loaded by the Pitch owner) in order to help and assist you to understand what is included in each of the Pitch before payments are made.

  1. Members, Users & Pitchers Services, Other Products and Services, Pricing & Availability, & Cancellation

    1. Whilst every effort has been made to ensure that all descriptions of Services available from correspond to the actual Services, is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Services, not different Services altogether. does not warrant or guarantee the acceptance, or pre-approval of any Pitch to be publised on our platform regardless of products and services purchased and or account level.

    1. All account holders will pay for any products and services in advance at point of order. All payments must clear before any products or services are delivered.

    1. Subject to Clause 29.6 and Clause 29.7, you may at any time (during your active account) request to upgrade from user account to a full members account and you may do so by completing our online application for members account.

    1. Subject to Clause 29.7, you will be able to access your online account as soon as your account is approved.

    1. Where applicable, at point of order / registration, you will be required to select the account level of your choice.

    1. does not represent or warrant that such Services will be available without technical, non-technical interference or for legal reasons. Availability indications are not always provided on the Website, these may not take into account orders that have taken place during your visit to the website.

    1. All pricing information on the Website is correct and up to date at the time of going online., however, does not warrant/guarantee that pricing is up to date or without error. reserves the right to change prices and alter or remove any special offers from time to time as necessary. All pricing information is regularly reviewed as and when required.

    1. In the event that prices are changed during the period between an order being placed for products and services, before SC processes and accepts the order placed, we will either contact you via email, e-message to your SC account, use other digital means to contact you such as Skype or phone you prior to your order being processed with details of the new price, or an online message such as a ‘pop-up’ message notification which will be made before your payment is transacted/processed.

    1. All online accounts with is for the exclsuive use with the Company and its services. Our products and services may not be used in conjunction with other external/third party services, including but not limited to other similar or same platforms/organisations and services without the prior written consent/permission of . We reserve the right to refuse and deny this permission without providing any reason.

    1. Provision of Services

      1. Provision of Services shall commence when full payment has been cleared and received or as otherwise detailed in the Terms & Conditions pertaining directly to those Services.

      1. shall use its best endeavours to provide the Services with reasonable skill and care.

      1. Provision of all Services shall be subject to the terms and conditions pertaining directly to those Services.

      1. In the event where Services are provided that are not in conformity with your order and thus incorrect, you should contact us within 7 days from date of purchase to inform us of the mistake. will ensure that any necessary corrections to the product or Services provided are made within 30 working days from date of us confirming receipt of your contact and complaint.

      1. Subject to Clause 31.4 reserves the right to exercise discretion with respect to any alterations/amendement to products and Services under the provisions of this Clause 31.5.1 and 31.5.2 Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

        1. Any Use, benefit, satisfactory, success or enjoyment that you may have already derived from the Services;

        1. Any characteristics of the Services which may mean that cessation of provision is impossible without significant further work on the part and at the expense of .

      1. Such discretion to be exercised only within the confines of the law.

    1. Creating a Profile

      1. Licence & Warranty For Your Submission To

      1. You (Pitcher) own the Pitch information you provide to under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. However, once you have submitted a Pitch and your Pitch has received at least one donation or investment on you are unable to delete the Pitch. Additionally, you grant a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licenceable, fully paid up and royalty- free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyse, use and commercialise, in any way now known or in the future discovered, any information you provide, directly or indirectly to , including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to , without any further consent, notice and/ or compensation to you or to any third parties. All pitches must be exclusive content from the moment you sign the CrowdInvestee Terms until the termination agreement with when submitting your pitch. Subject to Clause 30.11, if this content and SC process including SC training and guidance is used to raise finance outside of a success fee for all funds raised either via third party website/platform, online or offline events, or independantly, fees shall be due to SC and must be paid immediately upon reciept of funds raised. If you raise finance outside of SC platform including after submission and publication of your pitch on the SC platform and funds are raised through an individual, Company, any other third party or independently during your agreement with SC or whilst your Pitch is live on our platfrom, and finance is raised outside of SC platform and is done so after meeting a SC Investor Member on the platform, online and offline events or meetings, including where you received invitation from SC to a third party online or offline events or meetings after your agreement with SC, we reserve the right to receive a success fee for all funds raised up to 10 months after your pitch expires. Any information you submit to us is at your own risk of loss.

      1. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, legal, not confidential, and not in violation of any contractual restrictions and you are not infringing third party intellectual property (IP) rights or any other third party rights. It is your responsibility to keep your profile and pitch information accurate and updated. You shall be fully responsible and liable for the accuracy and legality of the information you provide on our platform and pitch profile, including but not limited to third party IP and any legal dispute that may arise in the future, accpets no liability or responsibility of any legal dispute that may arise from any infridgement commited by you.

      1. Identity, Customer Due Dilligence (CDD) and Anti-Money Laundering (AML) Checks.

    We have certain responsibilities to verify the identity of, and run anti-money laundering checks on CrowdInvestors and CrowdFunders as well as CrowdInvestees and CrowdFundees. In order to fulfill these responsibilities we will run these checks internally, or we may use a third- party identification checking service to confirm your identity when you first seek to invest in any Pitch from within your account. To enable us to perform such checks, you will be asked to send us physical versions of certain identification documents. From time to time after you have made your first transfer into your account, we may need to run additional identity checks on you. In executing this Agreement, you expressly agree that we may run any and all of these checks on you, and that you will not be able to make investments until and unless we are able to complete these checks to our satisfaction. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to make investments while the checks are pending or as a result of the unsatisfactory completion of the checks.

      1. Your Obligation

    On the condition that you comply with all your obligations under this Agreement, including, but not limited to all the terms set in all agreements, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicenceable licence and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of or its account holders), view webpages and in accordance with this Agreement. Any other use of contrary to our purpose (such as using the platform with a fake identity and fake information, or to use information gathered from commercially unless expressly authorised by ) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in and all related items, including any and all copies made of the website. information and use the Services that we provide on

      1. In addition to your obligation, you agree to this User Agreement and to strictly observe the following further obligation:

      1. Adhere to the following:

        1. Comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;

        1. Provide accurate information to us and update it as necessary;

        1. Review and comply with our Privacy Policy;

        1. Review and comply with notices sent by concerning the Services; and use the Services in a professional manner.

      1. DO NOT do any of the following:

        1. Act dishonestly or unprofessionally by engaging in unprofessional behaviour by posting inappropriate, inaccurate, or objectionable content to and on platform;

        1. Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential to you in nature;

        1. Create a user profile for anyone other than a natural person;

        1. Harass, abuse, troll, or harm another person, including sending unwelcomed communications to others online or offline, or using tools provided by ;

        1. Invite people you do not know and force people under false pretence against their will to view a CrowdFund and CrowdInvest pitch, even to like your pitch or give a profile review;

        1. Upload a profile image that is not your likeness or a head-shot photo;

        1. Use or attempt to use another's account without authorisation from the Company, or create a false identity on ;

        1. Upload, post, email, InMail, transmit or otherwise make available or initiate any content that:

          1. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

          1. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

          1. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by );

          1. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

          1. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

          1. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to, using invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; using to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and sending messages to distribution lists, newsgroup aliases, or group aliases;

          1. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of or any User of ;

          1. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or

          1. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.

          1. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on (excluding content posted by you) except as permitted in this Agreement, or as expressly authorised by ;

          1. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof

          1. Utilize or copy information, content or any data you view on and/or obtain from to provide any service that is competitive, in ’s sole discretion, with ;

          1. Imply or state, directly or indirectly, that you are affiliated with or endorsed by unless you have entered into a written agreement with (this includes, but is not limited to, representing yourself as an accredited trainer if you have not been certified by as such);

          1. Adapt, modify or create derivative works based on or technology underlying the Services, or other Users’ content, in whole or part, except as permitted under ’s developer program;

          1. Rent, lease, loan, trade, sell/re-sell access to or any information therein, or the equivalent, in whole or part;

          1. Sell, sponsor, or otherwise monetize a Group or any other service or functionality of , without the express written permission of .

          1. Remove any copyright, trademark or other proprietary rights notices contained in or on , including those of both and any of its licensors;

          1. Remove, cover or otherwise obscure any form of advertisement included on ;

          1. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

          1. Share information of non-Users without their express consent;

          1. Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;

          1. Use bots or other automated methods to access , add or download contacts, send or redirect messages, or perform other activities through , unless explicitly permitted by ;

          1. Access, via automated or manual means or processes, for purposes of monitoring ’s availability, performance or functionality for any competitive purpose;

          1. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of ’s website;

          1. Attempt to or actually access by any means other than through the interfaces provided by such as its mobile application or by navigating to using a web browser. This prohibition includes accessing or attempting to access using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including ;

          1. Attempt to or actually override any security component included in or underlying ;

          1. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on ’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or personnel, attempting to gain unauthorised access to , or transmitting or activating computer viruses through or on ;

          1. Interfere with or disrupt or game or the Services, including, but not limited to, any servers or networks connected to , in particular 's search algorithms.

    1. Our Obligation

    shall be committed to provide and seek to update, improve and expand the Services. As a result, where possible and when available, we will allow you to access as it may exist and may be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to suspend or discontinue platform/website, including any product and services, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users with our sole discretion and without any prior notice or reason. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. further reserves the right to withhold, remove and or discard any content available as part of your account, with or without prior notice or reason if deemed by to be contrary to this Agreement. For avoidance of doubt, has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

    1. Service Eligibility

    To be eligible to use the SC products and Services, you must meet the following criteria and represent and warrant that you are not currently restricted from the Services, or not otherwise prohibited from having a account: You have become a full registerd member or registerd user of ; you are 16 years and above, or are at least at an eligible age to understand the services and products available to you or contract you have entered into with SC, you are not a direct competitor or indirect competitor, or a spy to or you are not using the Services for reasons that are in competition with such as to gain inside information; you are not an investor, family, friend or informer of a direct competitor or indicrect competitor or other third parties whether from similar or same industry; you will only maintain one account at any given time; you have read and understood all of our risk warning; you have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; you will not violate any rights of , including intellectual property rights such as copyright or trademark rights, and agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

    1. Privacy

    Use of this Website is also governed by our Privacy Policy which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please click the link on this website.

    1. The Data Protection Principles

    This Policy aims to ensure compliance with the Act. The Act sets out eight principles with which any party handling personal data must comply. To view the Data Protection Principles Policy, please click the link on this website.

    1. Data Protection Procedures

    The Company shall ensure that all of its employees, contractors, agents, consultants, partners or other parties working on behalf of the Company to comply with the following when processing and transmitting of personal data. To view the Data Protection Procedures Policy, please click the link on this website.

    1. Disclaimer

      1. makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We do not provide any express warranties or representation. We make no guarantee of any specific results from the use of our Service or Services.

      1. No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

      1. is not responsible, and makes not warranty or representation for the delivery of any messages (such as in-mails, post-in of answers on our website, or transmission of any other user generated content), sent through to anyone. We neither warrant or represent that your use of the service will not infringe the rights of the third parties. Any material, service, or technology described or used on the website may be subject to intellectual property rights owned by the third parties who have licensed such material, service, or technology to us.

      1. does not have any obligation to verify the identity of the persons subscribing to its services, neither does it have any obligation to monitor the use of its services by other users of the community; therefore, disclaims all liability for identity theft or any other misuse of your identity or information.

      1. does not guarantee that the services it provides will function without interruption or errors in functioning. From time to time, the operation of the services may be interrupted due to maintenance, updates, or system or network failures. disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, disclaims for any malfunctioning, impossibility of access, or poor use conditions of the site due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.

      1. No part of this Website is intended to constitute a contractual offer capable of acceptance.

      1. does not control or vet user generated content for accuracy

      1. Whilst uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

    1. Changes to the Service and these Terms and Conditions

    reserves the right to change, modify, replace, suspend/close, discontinue, or remove the Website its Content such as but not limited to text, images, graphics videos etc and or Services (including, but not limited to, the availability of any feature, database, or Content) or these Terms and Conditions at any time for any reason and without prior notice. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If is required to make any changes to Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you previously and in the future.

    1. Availability of the Website

      1. The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

      1. LIMITED accepts no liability for any disruption or non- availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

    1. Limitation of Liability

      1. To the maximum extent permitted by law, accepts no liability for any direct or indirect loss or damage, infringements of third party IP rights and other or other rights, foreseeable or otherwise, including but not limited to any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk. You indemnify us and hold us harmless for all damages, losses and costs/fees, including, but not limited to, reasonable legal fees and costs related to all third party claims, charges, and investigations, caused by your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, any content you submit to the Services, and any activity in which you engage on or through

      1. Neither nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“ Affiliates”) shall be cumulatively liable for any damages, or any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from . This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply regardless of whether you base your claim on contract, tort, statute or any other legal theory; we knew or should have known about the possibility of such damages, or the limited remedies provided in this section fail of their essential purpose; and not apply to any damage that may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement; not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

      1. We do not provide business, legal, financial or tax advice with respect to any aspect of transactions, services and products conducted through the website/company, other than advice on the technical use of the website. All our training, including other products and services are for your information, reference, support and guidance only, therefore does not constitute advice, you shall be responsible and liable for any action you take thereafter, for this reason SC accepts no liability or responsibility of any action taken by you. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with your membership, pitch, or any donation and investments you make through the platform. If you need or want advice, you should consult an appropriate professionals such as finance professionals, legal professionals, taxation or other professional advisors, , although we do provide training via our premium membership level, where tax and legal matters are discussed, it has been provided and delivered by a suitably qualified individual, but such training does NOT constitute advice as it is merely guidance for your information and reference only, therefore we refrain from making any financial or investment advice and or recommendations.

      1. Nothing in these Terms and Conditions excludes or restricts liability for death or personal injury resulting from any negligence or fraud on the part of .

      1. Nothing in these Terms and Conditions excludes or restricts liability for any direct or indirect loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the Website.

      1. Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act. In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

    1. No Waiver

    In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

    1. Previous Terms and Conditions; Other Agreement & Third Party Agreement

      1. In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail / supersede all other agreements unless it is specifically and expressly stated by us otherwise.

      1. If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

      1. may recommend and introduce other third party products or services to assist you with your Pitch, business plan, investment plans, business and Pitch strategy (but never investment or financial advice), such third party products and services may include but not limited to videography, photography, training relted to the Pitch. You shall be bound by the third party terms and conditions separately and outside of the terms set in this Agreement by Nothing in this Agreement, or any other premium service agreement shall be connected to the third party agreement unless it is specifically and expressly stated by us otherwise, any similarity to the third party terms and conditions shall be purely coincidental. shall not be liable or responsible for any prodcuts and services you receive from the third party, regardless of whether or not the third party service was recommended by us, you shall indemnify and hold harmless for any damages and or any loss incurred by third party products and or services. Any dispute arising from use of third party products or services, you shall sought all resolution directly with the third party.

    1. Third Party Rights

    Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and

    1. Communications

      1. All notices / communications shall be given to us either post by mail / air mail (but ‘post’ only if necessary) to our Premises (see address above) but primary preference is by email to info@ to such notice / communications will be deemed received during office hours or next business day during office hours, in the event of weekends and public holidays it shall be deemed received after the return of office opening hours, up to 5-10 working days if sent by Royal Mail post or courier (or more if you sent it by airmail), or longer if postal mailing or other delivery methods is caused by their internal or external delays, such as postal strike, or any other delays caused by natural disasters or accidents that is beyond our control.

      1. LIMITED may from time to time send you information about our products and or services. If you do not wish to receive such information, please click on the 'Unsubscribe' link in any email which you receive from us.

    1. Entire Agreement

    You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and / LTD regarding the SC Services & Products and shall prevale / supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SC products and services, third-party content or third party software. may recommend and introduce other third party products or services to assist you with your Pitch, such third party products and services may include but not limited to videography, photography, training and mentors either via offline or online services, and or any other services to assist you in your Pitch. You shall be bound by the third party terms and conditions separately to the terms set in this Agreement. Nothing in this Agreement, or any other premium service agreement shall be connected to the third party agreement, any similarity to the third party terms and conditions shall be purely coincidental. shall not be liable for any services you receive from the third party, regardless of whether or not the third party service was recommended by us, you shall indemnify and hold harmless for any damages and or loss incurred by third party products and or services. Any dispute arising from use of third party products or services, you shall sought all resolution directly with the third party.

    1. Law and Jurisdiction

    These Terms and Conditions and the relationship between you and LIMITED (“The Company”) registered in Cayman Islands; shall be governed by and construed in accordance with the Law of Cayman Islands, you agree to submit to the exclusive jurisdiction of the Courts of Cayman Islands.

    1. Cryptocurrency - Bitcoin & StartCoin & “Free Investments

    1. Definitions

    Cryptocurrency (or Crypto Currency) is a medium of exchange like traditional fiat currencies such as HKD, USD and GBP etc, using cryptography to secure the transactions and to control the creation of new units. Cryptocurrency is electricity converted into lines of codes with monetary value. In the simplest form Cryptocurrency is digital currency. Cryptocurrencies are a subset of alternative currencies such as traditional fiat currencies, or specifically of digital currencies. Bitcoin became the first decentralized cryptocurrency in 2009, since then numerous cryptocurrencies have been created. Until further notice and updates on our platform, currently we can only accept the following Cryptocurrencies - Bitcoin and StartCoin.

    1. Value of CryptoCurrencies; Conversion Rates & Payments

    does not guarantee the value of CryptoCurrencies. The value of CryptoCurrency can rapidly increase or decrease at any time. You acknowledge that the price or value of CryptoCurrency may fluctuate and that the conversion rate (the “Conversion Rate”) for converting local currency into CryptoCurrency may not be the same Conversion Rate that applies when converting CryptoCurrency into local currency. You will always be shown the applicable Conversion Rate for a transaction prior to consummating the transaction.

    You agree to deliver/pay the amount agreed upon payment and confirmation of an order in Bitcoin and StartCoin, regardless of changes in Bitcoin and StartCoin value. The Services do not involve any extension of credit to you, and no credit is extended to you in connection with your use of the Services. In the event you are entitled to a refund, shall have no liability for any losses resulting from a change in the Conversion Rate that may have occurred since the time of the original transaction. We are not responsible for any processing delays that may result in connection with any deposit, withdrawal, or transaction.

    The conversion rate of Bitcoin and StartCoin to local currency is constantly changing. If a deposit attempt fails and the value of CryptoCurrency rises before you are able to successfully complete a deposit, we are not responsible for any value lost due to that conversion rate change.

    1. Free Investments” - Terms & Conditions Of Use

    1. Subject to clause 56.3.13 we will deposit 100 “freeStartCoins from date you sign up and register as a new SC Member.

    2. You (SC Member) will only use the free StartCoin for Investments ONLY.

    3. You have 14 days from date of registration as a new Member to use your free investment (StartCoins) and after 14 days it will expire from the date of registration/claim.

    4. If you invest in a pitch and it does not reach its funding goal, you are able to re-invest the funds (free Starcoins) within 14 days from date you receive your free StarCoins back into your SC account, but they will not be available for you to withdraw or exchange them for fiat currencies or other Crypto Currencies.

    5. You are only able to invest, not back or contribute in a pitch

    6. You must be a qualifying investor to qualify for this offer

    7. Once free investments is made to a Pitch it can be withdrawn by the Pitch owner upon successfully reaching its funding goal and completion of the Post Funding process

    8. You are not entitled to any voting rights, information rights or other rights other than a share of dividends and profit upon exit. However, if you top-up any additional investments, you will be entitled to the rights associated with the additional amount invested by you only. The additional amount invested will be subject to the rights associated with the terms & conditions of the additional amount invested by you, excluding the free investment amount.

    9. The Pitch team have no duty to keep you informed on matters of the business

    10. You are unable to claim a refund on your free investment or use it in any other way other than to invest in a company/Pitch that has enabled free investing

    11. We have the right to change the amount, remove or fully revoke this offer at any time for any reason prior to redeeming your investment in a pitch

    12. The pitch owner reserves the right to reject your request to invest in their pitch for free

    13. Each Pitch shall be allocated and limited to 5% of free Startcoins on the total funds raised, therefore all claims forFree Investments” (StarCoins) on each Pitch will be based on - first come first serve. Once each Pitch reaches its limitation of 5% no free StartCoins will be allocated to Members

    14. You can only invest in your real name and your investment will be revoked if you do not provide us with proof of address and proof of identity when requested.

    15. To qualify forFree Investments” (Free Starcoins) you must be an individual and not a corporate body or an organisation of any kind, you must be a registered SC Member, you must NOT be a competitor of . Without any prior notice and reasons, we reserve the right to disqualify, cancel, remove, block or blacklist anyone from the offer including but not limited to - online bullies and trolls, competitors or spies of any kind. We reserve the right not to disclose the reasons for such actions.

    16. If you are dishonest in your application in regards to your identity, eligibility and qualifications and or you are caught being dishonest anytime, without any prior notice and reasons, we reserve the right to disqualify, cancel, remove, block or blacklist anyone from the offer. We reserve the right not to disclose the reasons for such actions or how we found out.

    17. You and the Pitcher will NOT be able to exchange the Free StartCoins for fiat currencies, Cryptocurrencies or any other goods or services.

    18. You can only use and invest your Free StartCoins on one Pitch of your choice ONLY

    19. This offer is NOT available for SC Users.

    1. Card Payments

    Entered into between:

    The client, natural capable adult who uses the electronic money issued by Leetchi Corp SA , through MANGOPAY, hereinafter referred to as “You” or the “User”, on the one hand;

    Leetchi Corp. S.A., société anonyme incorporated under Luxembourg law, with a share capital of 500.000 Euros, having its registered office at 14, rue d’Aldringen, L-1118 Luxembourg and registered in the Luxembourg Trade and Companies Register under number B173459, hereinafter referred to as “Leetchi” or the “Issuer”, on the other hand; and,

    Hereafter collectively called “Parties”,

    Please carefully read the General Terms and Conditions of the MANGOPAY service of the Use of Electronic Money. If you wish to become a User, you must read these General Terms and Conditions of Use and accept them within the context of the registration process. Otherwise, you undertake to leave this website.

    1. Definitions

    For the purposes hereof, the words hereafter are defined as follows:

    API: « Application Programming Interface » means the programming interface made available by the Issuer to the Partner for the proper functioning of the Site.

    Bank: Crédit Mutuel Arkéa,ING Luxembourg or any credit institution that has been authorized in a member state of the European Economic Area, which the issuer could replace in the future.

    Beneficiary: Person who receives the Electronic Money through a Payment Transaction. It being noted that the Beneficiary can be an online vendor who is a User’s partner accepting the Electronic Money as a means of payment, or a non-profit seeking body, or a natural person or a legal entity.

    Credit Card: Debit or credit card, valid within the European Economic Area and not expired, subject to their authorisation by the Issuer (Visa, MasterCard, CB) used in order to pay a Participation.

    General Conditions of Use: means this document.

    General Conditions of the Website: means the general conditions of use of the Website concluded between the

    User and the Distributor governing in particular the access to the Website, the conclusion of Transactions generating an Account opening request at the name of the user for the needs of Payment Transactions and the purchase of Electronic Money.

    Special Conditions: means the information:

    to be filled-in by the User for his or her registration with the Site which includes the information necessary to the entering into of this document and regarding, in particular, his or her last name, first name, date of birth, valid email address and password. Such information is provided to the Issuer for the purpose of the account opening.

    Account: means the Electronic Money account opened by the Issuer in its books in the name of the User on demand of the Distributor.

    Contract: means these General Conditions of Use together with the General Conditions of Sale and the associated Special Conditions.

    Distributor(s): means a legal entity owning a Site that wishes to offer to its users the possibility of opening an Account, purchase Electronic Money issued by the Issuer through the Site and to use the Electronic Money in order to make a Payment Transaction to a Beneficiary. Such entity is mandated, for this purpose, by the Issuer to distribute the Electronic Money to the Users of its Site.

    Issuer: means Leetchi Corp, issuer of the Electronic Money.

    Login: means the data necessary to the identification of a User by the Issuer which includes a User name (valid email address) and a password.

    Business day: means a calendar day excepting Saturdays, Sundays, and public holidays in mainland Luxembourg.

    MANGOPAY: the API (“Application Programming Interface” or “programming interface”) provided by Leetchi to the Partner to ensure the Website’s proper functioning.

    Electronic Money: means the monetary value stored under an electronic support on the Issuer’s server, and representing a receivable over the latter. The Electronic Monetary is issued by the Issuer in exchange for the User’s delivery of the corresponding funds.

    Payment Transaction: means the payment of a Beneficiary made by transfer of Electronic Money from a User account to a Beneficiary account.

    Withdrawal: means a wire transfer request by the Beneficiary to his/her bank account of the amount of the reimbursement receivable of Electronic Money over the Issuer reduced of potential fees within the limit of the applicable regulation.

    Reimbursement: means a repayment by the Issuer of all or part of the Electronic Money held by the User. Website: means the web site [indicate the website name] created and managed by the Distributor, which integrates the MANGOPAY solution.

    Transaction: means a transaction concluded by a User regarding the General Conditions of the Website and generating a Payment Transaction.

    User : Any natural person acting on his or her own behalf and using the Electronic Money issued by the Issuer in order to execute payment Transactions.

    Fees: mean the fees owed to the Issuer regarding the issuance and the management of Electronic Money as detailed hereof and within the limits of applicable law.

    1. Purpose

    The purpose of these General Conditions of Use is to define the conditions on which the Issuer and the Distributor supply to the User the services of issuance , use and management of the Electronic Money issued by the Issuer in return for the payment of the fees defined in the General Conditions of Sale.

    These General Conditions of Use, completed the Special Conditions constitute the whole Contract entered into between the Parties regarding issuance, use and management of the Electronic Money issued by the Issuer; they are incorporated by reference to the General Conditions of the Website binding the Distributor and the Issuer regarding the payment modalities

    The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Contract shall prevail in case of litigation.

    1. User Registration

    3.1 Necessary and previous conditions to the registration

    In order to register, the User must be at least 18 years old and be legally capable throughout the duration of the Contract.

    3.2 Registration procedure and creation of a User’s account

    At his/herregistration, the User shall provide, in particular, his/her last name, first name, email address and date of birth; citizenship; country of residence.

    The User must indicate a login, which includes a User name (valid email address) and a password. He/she is solely responsible for maintaining the confidentiality of his/her Login. The User agrees not to use at any time the Accounts, name or User name owned by another User, neither to disclose his/her login to a third party. The User agrees to inform immediately the Issuer, in case he/she suspects a non-authorized use of his/her login at the following email address: [...] [Client service address]. He/she is solely responsible for any use of his/her login.

    By accepting these General Conditions of use, you agree that the Distributor processes your registration to the dedicated service of the Issuer, whenever it deems necessary. The creation of your User Account formalises the creation of the contract. The Issuer and the Distributor may give no effect to an application for registration without motivation or right to compensation. The Issuer, through the Distributor, is allowed to request for further information and identification data to the User, and all supporting documents it may consider useful.

    The User declares at the registration and throughout the duration of the Contract that:

    - (a) that he/she is at least 18 years old;

    - (b) that all information provided during the registration are true, accurate and up-to-date.

    3.3 Limitations of the Electronic Money account’s use

    As long as the User has not provided the documents required by the Issuer allowing the latter to verify his or her identity, the following limitations will be imposed on the individual User:

    - A total amount of 2.500 Euros maximum- Electronic Money owned by a User during one calendar year via the same Website, and

    - A total amount of 1.000 Euros maximum of reimbursement of Electronic Money during one calendar year via the same Website.

    Upon receipt of the following documents subject to such documents be deemed satisfactory by the Issuer, the latter may release the limitations applying to the User:

    - The copy of an official and valid identity document : for French citizens a copy of the identity card (double-sided), and for the foreigners residing in France or abroad, the passport;

    - If the Beneficiary is not the beneficial owner of the funds, the identity of the beneficial owner with a copy of his or her identity card or his or her passport if he or she is a foreigner, and eventually;

    - Proof of residence that may be requested at the discretion of the Issuer.

    Upon receipt of the following documents subject to such documents being deemed satisfactory by the Issuer, the latter may release the limitations applying to the legal entity User:

    - Statutes

    - A recent extract of the register of incorporation.

    - The headquarter address and the legal system governing the constitution and the functioning of the company.

    - Declaration form of all the beneficial owners owning more than 10% of the shared capital, signed by the managers, and the ID’s of individual beneficial owners.

    - ID of the manager or of the duly empowered individual to engage the company.

    - The bank details of the company.

    Upon receipt of the following documents subject to such documents be deemed satisfactory by the Issuer, the may release the limitations applying to the organization User:

    - Statutes;

    - ID of the president of the organization; Receipt of statement creation.

    - Receipt of statement creation.

    In addition, it is expressly provided that the Issuer retains the possibility to request the above documents to identify the Users and the beneficial owner of the Account in accordance with applicable regulations from the opening of the account.

    1. Functioning of the Account

    4.1 Purchase of Electronic Money

    The purchase of the Electronic Money may be made by debit or credit card in one or several times. The cash amount paid by the User is collected by the Issuer in exchange of the issuance of units of Electronic Money for a nominal value equivalent and stored on the Account net of issuance and management fees provided for in the General Conditions of Sale.

    4.2 Reimbursement due to purchase’s cancellation of Electronic Money

    The User who owns Electronic Money may request the repayment of all or part of the Electronic Money (a “Reimbursement”) at any time before any use to the benefit of a Beneficiary. To be valid, a reimbursement has to be requested to the following address: [...] [e-mail address of the client service].

    The User must indicate the amount of the reimbursement requested which may be total or partial. The Issuer therefore adjusts the units of Electronic Money issued by him and owned by the User. The Issuer initiates a credit order of the Credit Card within 5 (five) business days following receipt of the request of the User.

    4.3 Holding of Electronic Money

    The Issuer holds the equivalent amount of Electronic Money on the Account up to:

    - the date of the Reimbursement, or

    - the date of completion of a Payment Transaction.

    4.4 Use of the Electronic Money in order to realize a payment transaction

    The amount of Payment Transactions is charged against the amount of the Electronic Money listed on the account. When the amount of the Electronic Money listed on the account is lower than the price of the Payment Transaction, the User may pay the additional price required by using one of the means of payment accepted by the Website on which the payment transaction is performed. Conversely, when there is a remaining balance of Electronic Money on the Account after the Payment Transaction, it may give rise, further to the decision of the User, to a new Payment Transaction.

    The Issuer is not concerned the legal relation that exists between the User and the Beneficiary of the Payment Transaction. The Issuer shall not be held liable for mistakes, defaults or negligence of the User or the Beneficiary towards one another.

    The Electronic Money is transferred after the execution of a Payment Transaction for the benefit of the Beneficiary.

    4.5 Use of Electronic Money received for a Payment Transaction

    The Beneficiary may, according to the circumstances and regarding the agreement and/or the General Conditions of Use, immediately use the received Electronic Money to do a new Payment Transaction or ask for a Withdrawal.

    The Issuer shall then pay the Beneficiary the corresponding sum to a bank account opened in his/her name in the books of a bank having its registered office in the European Economic Area or in a country supported by the Distributor. For this purpose, the Beneficiary must communicate the IBAN number and the SWIFT code or any other information of his/her bank account with his/her address.

    The Beneficiary who owns the Electronic Money is deemed to be the beneficial owner of the Reimbursement within the meaning of the regulation. Otherwise, the Beneficiary undertakes to communicate the email address, the date of birth, the nationality and the postal address of the person to whom the Beneficiary shall pay the funds issued of the Reimbursement. The Reimbursement and the corresponding use of funds are realized under the exclusive responsibility of the Beneficiary.

    When the Beneficiary decides to proceed to a Reimbursement of Electronic Money, fees may be applicable in accordance with the General Conditions of the Website.

    4.6 Transmission and execution of a Reimbursement order

    When he/she wishes to execute a Reimbursement, the User of the Account proceeds to his/her identification on the Website by filling his/her user name (valid email address) and password. He/she completes the Reimbursement application form in the appropriate section and communicates, as the case may be, the appropriate supporting documents requested by the Issuer. The Reimbursement request becomes irrevocable when the User clicks on the validation tab of the form. The Issuer then sends a confirmation email to the User and then proceeds to the reimbursement transaction following the form.

    1. Login objection, challenge of a Payment Order and Reporting

    5.1 Login objection

    The User must inform the Distributor about the loss or the theft of his/her Login, in case of misuse or unauthorized use of his/her Login or data as soon as he/she becomes aware of this fact in order to block the access to such data. Such a declaration has to be realized.

    - by telephone call to the Customer Service of the Distributor at the following number [indicate the Customer Service number


    - directly by email at the following email address: [indicate the Customer Service email].

    The Issuer through the Distributor will immediately execute the objection request of the Login concerned. The event will be recorded and time stamped. A time stamped objection number will be provided to the User. A written confirmation of the objection request will be sent by the Distributor to the concerned User by email, fax or registered mail. The Issuer is in charge of the file on the administrative level and retains all the data during 18 (eighteen) months. Upon written request of the User and before the expiration of such a deadline, the Issuer will communicate a copy of this objection request.

    Any objection request shall be confirmed without delay by the concerned User with a declaration signed by this latter, handed over or sent by registered mail, or email, to the Issuer at the post address hereby mentioned in the letterhead or at the following address [Client Service address].

    The Issuer and the Distributor shall not be held liable for the consequences of an objection made by fax or email by a person who is not the User.

    An objection request is deemed to be done at the date of the effective receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request a receipt or a copy of the complaint to the User who is committed to respond as soon as possible.

    5.2 Challenge of a Transaction

    For any claim concerning transactions executed hereunder by the Issuer, such as a Payment Transaction or any debit taken from or credit transaction made to the User’s Account, regarding especially a purchase of Electronic Money, a Withdrawal or a Reimbursement (hereafter a “Transaction”), the User may contact the Distributor’s Customer Service or write to any address indicated for that purpose in the General Conditions of the Website.

    The User who wishes to challenge an unauthorized or poorly performed transaction must transfer his/her request to the Distributor as soon as possible and within 13 months from the date of transfer of Electronic Money (a “Challenge”).

    The liability of the Issuer shall not be invoked in case of any fault of the User, wilful default or gross negligence to his/her obligations, late transfer of the challenge or in bad faith.

    After the validation of the Challenge by the Issuer, the latter will be in charge of re-instating as a temporary credit of Electronic Money units the Electronic Money Account in the condition that it was in before the realisation of the disputed transaction.

    5.3 Reporting

    The Issuer will maintain in its books the account of Electronic Money within 13 (thirteen) months from the date of each Payment Transaction by Electronic Money in order to deal with any Challenge. The User may obtain online at any time on the Website a detailed statement of his/her Payment Transactions realized by Electronic Money.

    After the execution of each Transaction, the User will receive by email from the Distributor the following information:

    - a) a reference to identify the relevant Transaction;

    - b)information concerning the parties involved in the relevant Transaction, as the case may be;

    - c) the amount of the relevant Transaction and the purpose of the relevant transaction, as the case may be;

    - d) the date of receipt of the corresponding order and/or the date on which the corresponding amount in Electronic Money is transferred, as the case may be;

    1. Amendment to the Contract

    The Issuer retains the right to modify the General Conditions of Use at any time. Such amendments are made available by the Distributor to all Users at the address provided at their registrations. Any User may refuse the amendments proposed and must notify his/her refusal to the Distributor’s Customer Service by registered letter with acknowledgement of receipt before the date of effectiveness of the amendments (stamp of postal office as a proof) at the address of the Distributor.

    In the event of failure to notify his/her refusal before the date of effectiveness, or failing that, before a 7 (seven) day period after they are posted on the Website, the User shall be deemed to have accepted the amendments proposed. The relationship between the Parties after the date of effectiveness shall be governed by the new version of the General Conditions of Use.

    It is therefore important that the User reads his/her emails and reads regularly the General Conditions of Use available online on the Site at any time.

    In case of refusal by the User of the amendments, he/she has the right to obtain the termination of the General Conditions of Use, without any fees, and the Reimbursement of the units of Electronic Money that he/she owns.

    1. Liability of the Issuer under the access to the Site

    The Issuer shall not be held liable to the Users for errors, omissions, interruptions or delays of the transactions executed through the Website resulting in an unauthorized access to the Website. Moreover, the Issuer shall not be held liable for thefts, destructions or unauthorized communications of data resulting from unauthorized access to the Website.

    The Issuer retains the right to temporarily suspend the online access to the Account for technical or maintenance reasons without any compensation. He undertakes to limit this type of interruption to a strictly minimum.

    The Distributor undertakes to do its best to insure the safety and the confidentiality of the data exchanged under the use of the Website in accordance with the General Conditions of the Website, while the Issuer is in charge of the security and the confidentiality of data it hereby exchanges with the User regarding the creation and the management of the Account and the Transactions concerning this Account.

    1. Exemption case of liability of the Issuer

    The Issuer does not exercise any control on the compliance, security, legality, characteristics and adequate character of the products or services, which are underlying to the Transactions. In this respect, the User shall collect all the useful information before purchasing the products with full knowledge of the facts. Each purchase made by the User gives rise to a contract directly created between the User and the vendor to which the Issuer is not concerned. Therefore, the latter cannot be held liable for the non-performance or poor performance of the obligations resulting therefore, nor for potential damages caused to the User as such.

    Notwithstanding any clause to the contrary in this Contract, the liability of the Issuer towards a User is limited to the repair of damages directly caused by the non-performance of a contractual obligation under this contract.

    1. Commitment of the User

    The User guarantees that nothing in his/her profile on the Site shall affect third party rights or is contrary to law, public order and good conduct.

    He/she undertakes not to:

    - Perform the Contract in an illegal manner or within conditions which may damage, deactivate, overload or affect the Site;

    - Appropriate illegally the identity of any other person or entity, falsify or withhold your identity, your age or create any false identity;

    - Distribute personal data or information about a third party, such as postal address, phone number, email address, credit card numbers, etc.;

    In case of default to these obligations, the Issuer retains the right to take every appropriated measure in order to stop the concerning behaviour. It therefore retains the right to delete or remove any content or information considered as inappropriate. It can also suspend and cancel his login and block the access to his/her Account.

    Without prejudice to proceedings brought by third parties, the Issuer has the right to bring legal action in its own name in order to repair the prejudice personally suffered due to breaches that are attributable to it under this Contract.

    If the User notes a breach of obligations above mentioned, he/she is invited to report such acts to us by contacting the Customer Service at this following email address: [email protected]

    1. Duration of the General Conditions of Use and cancellation

    The General Conditions of Use are entered into for an undetermined period of time from the creation of the Login or the express approval of the User by the Issuer. The User can at any time and respecting a notice period of 30 (thirty) calendar days, proceed to the Termination of the General Conditions of Use. Such termination shall constitute also the termination of the entire Contract. In order to accomplish the termination, the User must transmit his/her notice to the Customer Service by registered letter with acknowledgment of receipt at the following postal address: [Distributor’s address]

    The User will have to communicate the bank account details allowing the Issuer to reimburse to the User the Electronic Money which is credited to his/her Account. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the reimbursement by credit on the Credit Card used for the purchase of the Electronic Money. The Issuer is discharged of any obligation after having confirmed to the User the transfer to the bank account indicated or the credit on the Credit Card of the amount of the Electronic Money reduced of the corresponding fees.

    In case of gross default, fraud or lack of payment from it, the Issuer retains the right to suspend these provisions by sending an email accompanied eventually by a registered letter with acknowledgement of receipt. The termination shall entail the removal of the Account, and, as the case maybe the reimbursement of the Users. These Reimbursements may in certain case be blocked according to the legislation of anti-money laundering and financing of terrorism.

    The termination of the General Conditions of Use on the initiative of the Issuer cannot entail any right to compensation to the benefit of the User, the Distributor or the Beneficiary.

    1. Right of withdraw

    The User has a deadline of 14 (fourteen) calendar days to pursue his/her right of withdrawal, without having to neither justify any motive nor sustain any penalty. This deadline for withdrawal shall be computed from the day of its registration as a User.

    The User must notify his/her request of withdrawal within the deadline prescribed to the Customer Service of the Distributor by telephone or by email and submit a confirmation letter at the postal address of the Customer Service of the Distributor.

    1. Rules regarding Anti-money laundering and combating the financing of terrorism

    The Issuer is subject to the entire French and Luxembourg legislation regarding anti-money laundering and combating the financing of terrorism.

    In application of the provisions of French and Luxembourg law, relating to the participation of financial institutions in the anti-money laundering and combating the financing of terrorism, the Issuer must obtain information from any User for any transaction or business relationship of the origin, purpose and destination of the transaction or the opening of an account. In addition, it must make all the audit necessary to the identification of the User and, as the case maybe the effective Beneficiary. The latter undertakes to make all audit to allow the Issuer to realize a close examination of the transaction, to inform him/her about any exceptional transaction compared to the usual transactions registered under these rules and to provide him/her with any document or information required.

    The User recognizes that the Issuer can stop or delay at any time the use of a login, the access to an Account or the execution of a transaction or a Reimbursement in the absence of sufficient element about its purpose or nature. He/She is informed that a transaction executed under these rules may be subject to the exercise of the right to communicate to the national financial intelligence unit.

    The User can, in accordance with the legislation, access all this information communicated subject to such right of access does not challenge the purpose of anti-money laundering and combating the financing of terrorism, where this data concerns the claimant.

    No pursuit and no action of tort can be brought or professional sanction taken against the Issuer, its managers or agents who have reported their suspicions in good faith to the national authority.

    1. Personal data and obligation of confidentiality

    The User agrees that contact details and personal information about him/her be communicated to the companies of the group to which the Issuer belongs as well as operational service with whom it is in a contractual relationship for the purpose of the execution of transactions and services offered subject to the third parties recipients of personal data be subject to rules ensuring adequate level of protection as defined in the French and Luxembourg Law. The list of the third parties recipients of information protected by the obligation of confidentiality is available by simple request from the conformity manager of the Issuer. This information is stored by the latter or by any company authorized to do so, in accordance with legal and regulatory rules.

    He/she may at any time object to receiving commercial solicitation, have his or her contact details amended, object to their disclosure by notifying by registered letter or e-mail followed by a request of receipt to the customer service of the Issuer. This letter shall indicate his/her last name, first name and Login. In accordance with the applicable regulation, such letter must also be signed, accompanied with the photocopy of an identity document containing the signature of the User and indicate the address where he/she wishes to receive the response. A response will be sent to the address indicated within a period of 2 (two) months following the receipt of the request.

    The Issuer will store the information and personal data within the maximum legal or regulatory period applicable depending on the purpose of each data processing.

    The conditions of collection, possession and access to personal data collected by the Issuer and under its responsibility regarding the access to the Website, are governed by the General Conditions of the Website and the privacy policy, which is published on the Website.

    1. Inactive account

    The Issuer and the Distributor have the right to close Accounts that have been inactive for more than 24 months.

    Please refer to the Distributor’s terms and conditions.

    1. Force majeure

    The Parties shall not be held liable or considered to have failed under these rules in case of late or non- performance when their cause is related to a force majeure situation as defined by the case law of the French courts.

    1. Independance of contractual rules

    If any provision of these rules is considered null or without object, it will be deemed to be unwritten and will not entail the nullity of the other provisions.

    If one or several provisions of these rules become lapsed or are considered lapsed further to the application of a law, a regulation or following a final decision granted by a competent jurisdiction, the other provisions will keep their binding force and scope. The provisions declared null and void will be replaced by provisions which will approximate the most with respect to their meaning and scope from the originally agreed provisions.

    1. Protection of deposits

    The funds of the Users are deposited at the end of each business day in an account opened with a Bank and are ring fenced by it.

    1. Unassignability

    The Contract shall not be subject to a total or partial transfer by the User, for valuable consideration or for free. It is further prohibited to transfer to a third party any rights or obligations that it owns under these rules. In case of breach of this prohibition, in addition to the termination of these rules, its liability may be triggered by the Issuer or the Distributor.

    1. Fees

    The fees related to the creation and management services of the account are invoiced by the Issuer and are included in the fees indicated in the General Conditions of the WebSite.

    1. Agreement of proof

    All data included in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to the payment orders and confirmations received by the User, to the notices sent, access, Withdrawal, Reimbursement will prevail between the parties until proven otherwise.

    1. Application Law and competent jurisdiction

    Save for the case of application of a public policy law (which will apply within the strict limits of its purpose), it is expressly stipulated that the Contract is subject to French law and that any litigation between the Parties under this latter shall be subject to the jurisdiction of the competent