Investor Terms

Investor Terms

Last updated 8th April 2025

These Investor Terms are entered into between Spark Private and registered investors on the Spark Private website, as defined below:

Spark Private: Trading name of Slua Ventures Limited of 13 Adelaide Road, Dublin, D02 P950, Ireland with the company number 626553.

Investor: any person who wishes to subscribe for shares or other securities offered by an Offering Company in response to a Pitch made by an Offering Company.

Offering Company or Company: a company or fund that has made a Pitch available to the Investor through the Website operated by Spark Private.

Spark Private provides services relating to the arranging of the investment by the Investor in shares or other securities in or offered by the Offering Company (the "Investment").

These terms apply to all Investments made on Spark Private by the Investor from time to time. These terms may be updated from time to time so Investors should check the terms and conditions each time an Investment is made via a Pitch.

The definitions contained in Schedule 1 apply to these Investor Terms.

1. INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENT OPPORTUNITY

   1. By agreeing to these Investor Terms, the Investor acknowledges that they have also read, understood and agreed to:
      1. the Spark Private Privacy Policy;
      2. the registration form;
      3. the Website terms of use;
      4. the risk warnings and disclaimers on all pitch pages both before and after registration and login on Spark Private;
      5. the Investor Nominee Terms provided by the company managing the Nominee Vehicle for the Investors;
      6. any legal agreement presented on a Pitch specific to a particular Investment that an Investor applies to invest in.
   2. In the event of a conflict between these Investor Terms and any prospectus on a pitch, the prospectus shall take priority.
   3. To use the Spark Private platform, the Investor acknowledges that they must successfully complete Spark Private's onboarding process, including the Investor Assessment Questionnaire where applicable.
   4. Investments are not offers to or open to the public and investors agree they are only able to invest after becoming a member of Spark Private.

2. NOMINEE

   1. Unless indicated differently on a Pitch, the subscription for legal title of shares in the Investee will be made by a Nominee Company, with beneficial interest held by the Investor.
   2. The Investor appoints this Nominee Company on the Investor Nominee Terms to administer the holding.
   3. Any statement on a Pitch indicating shares are held directly in each individual name overrides clause 2.1.

3. REGISTRATION PROCESS

   1. In registering on the Website, the Investor represents, warrants and undertakes that:
      1. they are at least 18 years old;
      2. they are a resident of the Republic of Ireland or another country where financial promotions of this nature may lawfully be received;
      3. they are legally entitled to invest in the investments offered.
   2. The Investor acknowledges investment opportunities are only available where access and investment are lawful.
   3. During registration, the Investor must provide legal name, current address, regularly checked email address, and other requested information.
   4. Email addresses are verified and temporary/artificial addresses may result in account suspension or termination.
   5. The Investor shall comply with all identification and anti-money laundering requirements required by Spark Private.
   6. The Investor may only invest on his/her own behalf.

4. CLIENT CATEGORISATION

   1. Investors must classify themselves as accredited investors and acknowledge the potential for 100% loss.
   2. Spark Private shall treat all Investors as retail investors unless otherwise notified.
   3. The Cooling Off Email shall be sufficient reporting of the arranging services provided by Spark Private.

5. REMUNERATION

   1. Spark Private does not charge commission when an investment is made. 100% of the invested amount buys shares in the investee company.
   2. With effect from 8th November 2022, Spark Private charges 6% of profit made from investments on the Spark Private platform made after that date, collected on exit (Trade Sale or Company Flotation). Profit on investments before 8th November 2022 is not subject to this 6% fee.

6. INVESTMENT PROCESS

   1. The Investor may place a revocable order to subscribe or purchase shares/securities during the Offer Period stated on the Pitch.
   2. Where a share price is indicated, orders are in multiples of the indicated share price, subject to adjustment.
   3. Spark Private may end Pitches early or extend the Offer Period in its discretion.
   4. The subscription agreement is between the Investor and Investee; the Investee may accept or reject orders up to expiry of the Cooling Off period.
   5. If no cancellation request is received during the Cooling Off period, the order becomes binding, subject to completion conditions.
   6. Completion remains subject to applicable conditions and payment mechanics set out in these terms.

7. INVESTMENTS AND NEXT OF KIN

   1. Investors are encouraged to make arrangements for next of kin to be informed and able to withdraw orders before they become irrevocable.
   2. Spark Private accepts no responsibility where such arrangements are not in place.

8. INVESTEE ARTICLES, BOND INSTRUMENT OR OTHER DOCUMENTATION

   1. By becoming a shareholder/beneficial owner, the Investor is subject to the relevant constitutional documents, bond instruments, and related terms.

9. REGULATION AND LIABILITY

   1. Spark Private approves each Pitch as a financial promotion but does not provide investment advice or recommendations regarding suitability.
   2. The Investor must make their own assessment and seek professional advice where required.
   3. Tax treatment depends on personal circumstances and may change.
   4. Nothing excludes liability where exclusion is prohibited by law.
   5. Subject to applicable law, liability limits and exclusions apply as set out in these terms.

10. TERMINATION

    1. Subject to applicable clauses, the Investor may terminate this agreement on 7 days written notice.
    2. Spark Private may terminate where the Investor breaches these terms or is suspected of criminal/improper activity.

11. EARLY DRAWDOWN OF FUNDS

    1. Applies where a Pre-Committed Investment is transferred before the Cooling Off email is sent.
    2. In such cases, the Investee may draw down funds and specific cancellation/completion consequences apply.

12. COMPLAINTS AND QUERIES

    1. For complaints or queries contact Spark Private on 01 44 33 944 or by writing to 13 Adelaide Road, Dublin, D02 P950.
    2. Communications with, to or from Spark Private shall be in English.

13. WAIVER

    1. No failure or delay in exercising rights/remedies constitutes a waiver of that or any other right/remedy.

14. NO PARTNERSHIP OR AGENCY

    1. Nothing in this agreement creates a partnership, joint venture, or agency relationship.

15. ASSIGNMENT AND VARIATION

    1. The Investor may not assign/transfer rights without written consent. Spark Private may assign subject to law/regulation.
    2. No variation is effective unless in writing; invalid clauses do not invalidate the remainder.

16. NOTICES

    1. Notices must be in writing and served by hand, post, delivery service, or email to notified addresses.
    2. The email address for service on Spark Private is info@sparkprivate.com.

17. GOVERNING LAW AND JURISDICTION

    1. This agreement is governed by the laws of the Republic of Ireland.
    2. The courts of the Republic of Ireland have exclusive jurisdiction for disputes.

SCHEDULE 1

DEFINED TERMS