Conditions générales de vente

These Terms of Use (« Agreement ») should be read carefully before using the services offered by AX Financial Services, a company incorporated in the United Kingdom under company number 08923418, whose registered office is at 26 Fitzgeorge Avenue, W14 0SN London and those of its subsidiaries and affiliates (collectively « AX Financial Services »), or accessing the websites of AX Financial Services or those of its subsidiaries and affiliates.

This Agreement sets forth the legally binding terms and conditions for your use of the website at www.axfins.com (the « Site ») and the services owned and operated by AX Financial Services (collectively with the Site, the « Service »).

By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by AX Financial Services from time to time on the Site, each of which is incorporated by reference and each of which may be updated by AX Financial Services from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. AX Financial Services may modify this Agreement at any time and without prior notice. Your continued use of and access to the AX Financial Services Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use.

The terms and conditions of this Agreement are in addition to any other agreements between you and AX Financial Services, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with AX Financial Services, or its subsidiaries or affiliates, for the Service or otherwise.

If you do not agree to all the terms of this Agreement and/or AX Financial Services’ Privacy Policy, you are not eligible to participate in AX Financial Services’ Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including entrepreneurs (« Issuers ») and certified High Net Worth Individuals or Self-Certified Sophisticated Investors as defined by the Financial Services and Markets Act (Financial Promotion) Order 2005 (SI 2005/1529) (the “FPO”) (« Investors »), who in any way use the Site or Service provided by AX Financial Services (in each case, (a « User »).

Information contained on the Site

AX Financial Services reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site.

The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and AX Financial Services does not undertake any obligation or responsibility to update or amend any such information.

Access to the Site and Termination

AX Financial Services may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

AX Financial Services may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

AX Financial Services further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that AX Financial Services and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

AX Financial Services may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.

If you wish to terminate your account, you may do so by notifying us in writing.

You may give written notice to us at: 26 Fitzgeorge Avenue, W14 0SN London. We may give written notice to you by sending an e-mail to you at the last e-mail address you gave us.

All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Investor and Issuer Qualifications

If you are an Investor, you represent and warrant that if you are an individual, at least 18 years old, and that all registration information you submit is accurate and truthful.

If you are using the Site on behalf of any entity, you represent and warrant that you are Authorised to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify AX Financial Services for violations of this Agreement.

If you are an Issuer you must expressly designate at least one natural person to act on your behalf as your Agent (“Agent”). We will only accept your instructions from your Agent. Your Agent must be one of your directors, officers or staff. You may have more than one Agent at any one time, and you may replace your Agent from time to time, by giving us written notice of your intention to do so.

Your status as an Investor or Issuer is personal to you and cannot be transferred or assigned in any way.

Private Placement of Securities

Securities listings on this Site are only suitable for Investors who are familiar with and willing to accept the high risk associated with private placement investments.

Securities sold through private placements are not publicly traded and, therefore, are less liquid than other securities. Investors may receive restricted units that may be subject to holding period requirements. Investors in equity Securities are highly unlikely to be paid dividends and their investment may be diluted through further funding rounds.

Securities offerings on AX Financial Services will target companies seeking private placement investments, which tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors may lose their entire capital investment and must be able to afford to do so.

The value of investments and the income from them can fall as well as rise. Past performance is not a reliable indicator of future performance. You should not rely on any past performance as a guarantee of future investment performance.

For those reasons, these offerings may be made available only to certified High Net Worth Individuals or Self-Certified Sophisticated Investors as defined by the Financial Services and Markets Act (Financial Promotion) Order 2005 (SI 2005/1529) (the “FPO”).

As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. You will provide to us information that we require, which you warrant to be truthful and accurate, in order that we can classify you as either a Certified High Net Worth Individual (within the meaning ascribed to that term by article 48 of the FPO) or a Self-Certified Sophisticated Investor (within the meaning ascribed to that term by article 50A of the FPO).You undertake and warrant that if you no longer fall into at least one of the categories above, you will give immediate written notice to AX Financial Services and you will not access, or try to access the, Service unless and until you fall into one or more of these categories again.

The contents of this Site do not constitute financial, legal, or tax advice. We carry out due diligence on Issuers to satisfy our statutory anti money laundering obligations. We do not warrant the accuracy or completeness of the information or documents on the Website; and we do not expressly or impliedly recommend that you buy any, or any particular, securities that are available on the Website from time to time.

Investors are solely responsible for conducting any legal, accounting or due diligence review. You have absolute and sole responsibility for your investment decisions and you should obtain investment and tax advice from your advisers before deciding to invest. You are solely responsible for calculating and paying any tax payable as a result of any investment you make via the Service.

Certain Investments may not be covered by the Financial Services Compensation Scheme.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation.

The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where AX Financial Services is not authorised to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

Modification of Agreement

AX Financial Services reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time.

Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended.

It is your responsibility to check the terms of this Agreement 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.

Proprietary Rights

AX Financial Services or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon (« Content »). The Site contains the copyrighted material, trademarks and other proprietary information of AX Financial Services and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of AX Financial Services.

If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify AX Financial Services as soon as possible in writing. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion.

Confidentiality

By using and accessing AX Financial Services’ Site, you agree to keep all information you learn about Issuers, Investors, companies, securities and investment opportunities on the Site private and confidential.

You agree that AX Financial Services may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of AX Financial Services, its users, or the public.

Authorised User

Our Services and certain pages of the Site are available only to Investors who have been authorised by us to access those Services and web pages on the Site. Such authorisation may require completion of an investor questionnaire and satisfactory background information screening and/or identification verification. Only users of AX Financial Services with a valid User ID and password are authorised to access such services and web pages.

Unauthorised use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited.

You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party’s use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorised use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. AX Financial Services reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorised or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorised or suspicious activity in your account to us at info@axfins.com.

Third Party Content and Links

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively « Third Party Content »). AX Financial Services does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that AX Financial Services is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under AX Financial Services’s control, and you acknowledge that AX Financial Services is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by AX Financial Services or any association with its operators.

Warranty Disclaimer

The Service, including any content or information contained within it or any Service or advice provided in connection with the Service, is provided « as is » with no representations or warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. You assume total responsibility and risk for your use of this site. You use the Service solely at your own risk and any warranties implied by any course of performance or usage of trade are expressly disclaimed. We cannot and do not act for Investors or Issuers in any way, including but not limited to treating you as a client, giving you advice, or accepting responsibility to you for providing you with the protections that would be afforded to you if you were our client. For the purposes of this paragraph “client”, “clients” and “advice” have the same meaning and effect as “client”, “clients” and “advice” in the Glossary to the Financial Conduct Authority’s handbook.

AX Financial Services has no special relationship with or fiduciary duty to you. You acknowledge that AX Financial Services has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release AX Financial Services from all liability for you having acquired or not acquired Content through the Site.

AX Financial Services makes no representations concerning any Content contained in or accessed through the Site, and AX Financial Services will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

AX Financial Services neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

AX Financial Services makes no representation or warranty, express or implied, with respect to any third party data provided to AX Financial Services or its transmission, timeliness, accuracy, completeness or fitness for a particular purpose. AX Financial Services will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by AX Financial Services or « force majeure » or any other cause beyond the control of AX Financial Services.

Indemnification

You shall defend, indemnify, and hold harmless AX Financial Services, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. AX Financial Services reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with AX Financial Services in asserting any available defences.

Limitation of Liability

You will be liable to us for any loss and damage we suffer if you use the Service in any way that is unlawful or as a direct or indirect result of Your breach of the terms of this Agreement.

We will not be liable to you for any loss or damage you suffer in respect of any matter for which liability is expressly or impliedly excluded by law, under the terms of this Agreement or under the terms of any other Agreement between us; that arises out of or in connection with any information or documentation available on the Site; or as a direct or indirect result of any act or default by any Issuer or Investor.

We will not be liable to you for any indirect, consequential, special or punitive loss damage, cost or expense, unforeseeable loss or damage, loss of profit, loss of business, lost or wasted time, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

If and to the extent that we are liable to you, our liability is limited to no more than the membership fee or arrangement fee that you have paid directly to us.

Nothing in this Agreement limits our liability for personal injury or death, fraud or any other liability that cannot be limited or excluded as a matter of law. Nothing in this Agreement limits our liability for personal injury or death, fraud or any other liability that cannot be limited or excluded as a matter of law.

Registration Data

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (« Registration Data »); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to AX Financial Services, to keep it accurate, current and complete.

The terms on which we process any personal data we collect from you, or that you provide to us, are set out in our privacy policy www.AX Financial Services.co/privacy (Privacy Policy), as amended from time to time. Our current Privacy Policy is in the Schedule to this Agreement. If the Schedule and our current Privacy Policy differ, our current Privacy Policy prevails.

We are required to carry out anti-money laundering and other checks on actual and potential Investors and Issuers. We may use third-party identification checking services for this purpose. We may also require you to send hard or soft copies of certain documents to us from time to time, to enable us to meet these requirements. By entering into this Agreement, you agree to send these documents to us, or to our agents, if we ask you to do so and hereby consent and authorise us to delegate the authorisations and share the information you provide to us with our third party service provider(s) to the extent required to provide the Service to you. We will not be liable for any losses, damages or costs that arise as a result of, or in connection with, these requests and checks, or your compliance or non-compliance with them.

Fees and Process

Issuers will upload an offer for Investors to invest in certain Securities up to a certain amount of the overall investment round (the “Allocation”).

If you are an Investor, and you choose to invest in an Issuer’s Securities, you will be able to make a commitment to invest a certain amount on the Site which counts towards AX Financial Services’ allocated amount available for the overall investment. If the Allocation is filled and the investment goes ahead, you will be irrevocably bound to invest this amount unless the terms of the investment change materially.

AX Financial Services may charge the Investor and the Issuer fees related to individual investments, including but not limited to an arrangement fee (a percentage of the amount of investment raised), a listing fee (a fixed price per offer of Securities), an annual management fee (a percentage of the amount invested) and success fees (a proportion of the financial gain on realisation of an Investment, howsoever structured). These fees will be determined on a case by case basis and clearly laid out on the Site. By committing to invest, you are deemed to have accepted these fees and are irrevocably bound to pay them on demand.

AX Financial Services will enter into a separate agreement with each Issuer specifying terms, including but not limited to the fees, the Allocation and the Securities, for that Issuer’s offer of investment (the “Terms”) and these Terms will be clearly laid out.

AX Financial Services may also in the future elect to charge a membership fee to Investors in order for them to access the Site and Service. If AX Financial Services decides to charge a membership fee it will notify all Investors by email at least 28 days in advance of the membership fee coming into effect. If you decide not to pay the membership fee on demand, you will be deemed to have given notice to terminate this Agreement and your access to the Service will be revoked.

Viruses, Hacking and Other Offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Governing Law, Integration and Severability

This Agreement is subject to English law; and the Courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with it. A person who is not a party to this Agreement may not enforce its terms under the Contracts (Rights of Third Parties) Act 1999. This Agreement will be deemed to have been executed and to have become effective and binding upon you when you use the Site or Service in any manner.

This Agreement is the entire agreement between you and AX Financial Services with respect to the Service and use of the Site, and supersede all prior communications and proposals (whether oral, written or electronic) between you and AX Financial Services with respect to the Site.

If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

This Agreement does not create a partnership or joint venture between you and us; nor a principal and agent, or employer and employee, relationship between you and us.

No failure or delay by you or us to exercise any rights under this Agreement will be deemed to be a waiver of those rights, and no waiver by you or us of a breach of any part of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other part of this Agreement.

If any part of this Agreement is found to be invalid or unenforceable by any court or other competent authority, that will not affect the validity and enforceability of any other part of this Agreement.

If you are an Investor, this Agreement contains the entire agreement between you and us. If you are an Issuer, we will enter into an additional, separate agreement detailing our fees and your specific responsibilities as an Issuer.

This Agreement supersedes all previous agreements and understandings between you and us, with respect to the matters covered by this Agreement. You and we acknowledge that, by entering into this Agreement, neither of us is relying on, and will have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly stated in this Agreement.

Time is of the essence in relation to all matters arising under or pursuant to this Agreement. We will not be in breach of this Agreement, or be liable to you for any loss or damage You may suffer, as a result of anything that does or does not occur as a result of anything that is beyond our control.

We may assign, transfer or delegate any of our rights and obligations under this Agreement to any person. We may provide information about you and your business activities to any person to whom we assign, transfer or delegate our rights and obligations.