Investor Terms & Conditions

Investor Terms

Last updated on 19th November 2025

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

Spark Venture Funding ("Spark"): Trading name of Slua Ventures Limited of 13 Adelaide Road, Dublin, D02 P950, Ireland with the company number 626553. Spark Venture Funding is authorised and regulated by the Central Bank of Ireland.

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 Venture Funding.

Spark Venture Funding 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 Venture Funding 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 Venture Funding 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 Venture Funding;
   5. the Investor Nominee Terms provided by the company managing the Nominee Vehicle for the Investors;
   6. any legal agreement presented on a Pitch (which may be with the Investee rather than Spark Venture Funding), specific to a particular Investment that an Investor applies to invest in, including without limitation, the applicable bond instrument on a mini-bond pitch page or any applicable prospectus or information sheet/note that may be presented to Investors.
2. In the event of a conflict between these Investor Terms and any prospectus on a pitch, the prospectus shall take priority.
3. In order to use the Spark Venture Funding platform, the Investor acknowledges that they must successfully complete Spark's on-boarding process, including the Investor Assessment Questionnaire where applicable, and the Investor agrees that Spark Venture Funding will rely on responses and confirmations given as part of the on-boarding process, which form part of the terms on which Spark Venture Funding provides services to the Investor.
4. Investments are not offers to or open to the public and investors' agreement to these terms and conditions signifies they agree that the offer was not open to the public and that they are only able to invest in an investment product after becoming a member of Spark Venture Funding. Registration and agreement to these Investor Terms allows membership, which Spark Venture Funding may terminate alongside and in accordance with this agreement.
5. The Investor acknowledges that Spark Venture Funding is authorised and regulated by the Central Bank of Ireland.

2. Nominee

1. Notwithstanding anything to the contrary in these Investor Terms, unless indicated differently on a Pitch, the subscription for the legal title of the shares in the Investee will be made by a Nominee Company, independent of Spark Venture Funding, with the beneficial interest being held by the Investor.
2. The Investor appoints this Nominee Company on the terms of the Investor Nominee Terms to administer the holding. Any provisions and terms in these Investor Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the nominee company shall be the legal owner of shares in the Investee and registered on the share register of the company rather than the Investor.
3. Any statement on a Pitch which indicates that the shares will be held directly or in the name of each individual shall override the provisions of clause 2.1.

3. Registration Process

1. In registering on the Website (the "Registration Process") the Investor represents, warrants and undertakes that:
   1. they are an individual who is at least 18 years old;
   2. they are a resident of the Republic of Ireland or a country where you may legally receive financial promotions of the nature provided by Spark Venture Funding; and
   3. they are legally entitled to invest in the investments offered.
2. The Investor acknowledges that any investment opportunity is only available in a country or jurisdiction where it is lawful to access investment offers and to make investments and in circumstances where it is lawful for the Investor to receive the offers for investment on Spark Venture Funding and to make investments and where no local or national restrictions exist applicable to the Investor which would make viewing Pitches or investing unlawful. The Investor acknowledges that Pitches are not offers to the public in the United States or other countries where such an offer may be unlawful or require the Investee or Spark Venture Funding to be registered under such countries securities laws or otherwise.
3. During the Registration Process, the Investor must provide, and undertakes to provide Spark Venture Funding with:
   1. their full legal name;
   2. their current address;
   3. their valid and regularly checked email address;
   4. any other information requested by Spark Venture Funding; and undertakes to keep the same up to date and notify Spark Venture Funding of any changes.
4. Any email address supplied under clause 3.3.3 above will be verified by means of a verification email as part of the Registration Process. Temporary or otherwise artificial email addresses may result in your account being suspended or terminated, investments cancelled and forum posts removed.
5. The act of complying with clause 3.3 above, shall constitute express written confirmation from the Investor to Spark Venture Funding that the email address he/she has provided to Spark Venture Funding may be used for the purpose of receiving notices or communications from Spark Venture Funding and any Investee in electronic form and to Spark Venture Funding or any Investee making information available on a website, and requesting that Spark Venture Funding provide a copy of this confirmation to the Investee.
6. The Investor shall comply with such identification and other anti-money laundering requirements that Spark Venture Funding may from time to time require. In particular, Spark Venture Funding may require identification of Investors and information about the sources of funds being provided by the Investor in investments Spark Venture Funding considers in its sole discretion to be substantial.
7. The Investor may only invest in an investment for himself in his/her own name only and shall ensure that all orders for the investment made through the Website are made exclusively on his/her own behalf.

4. Client Categorisation

1. Investors must classify themselves as accredited investors, thereby confirming they understand the high risks associated with investing in companies on the Spark Venture Funding website and that there is a reasonable likelihood of a 100% investment loss.
2. Spark Venture Funding shall treat all Investors as retail investors, unless otherwise notified by Spark Venture Funding.
3. The Investor acknowledges that Spark Venture Funding will not supply confirmations of any orders, and/or resulting transactions, and that the investment confirmation email (as outlined below and referred to as the "Cooling Off Email") shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Spark Venture Funding and hereby consents to the same.

5. Remuneration

1. Spark Venture Funding does not charge the Investor any commission at the time an investment is made. 100% of the amount invested by the investor buys shares in the investee company.
2. With effect from 8th November 2022, Spark Venture Funding will charge investors 6% of the profit that investors make from any investments made on the Spark platform after 8th November 2022. This 6% of profit made will be collected at the time the investor exits the investment, whether that is through a Trade Sale or a Company Flotation. Any profit earned on Investments made prior to 8th November 2022 will not be subject to this 6% fee.
   1. Trade-Sale example: An investor invests EUR 10,000 in company ABC on 15 December 2022. In June 2026, ABC is sold via a Trade-Sale and the investor makes a profit of EUR 40,000 on the investment (on top of the original investment of EUR 10,000). The 6% fee is charged on the EUR 40,000 profit, which is a fee of EUR 2,400. The investor receives EUR 37,600 (on top of the EUR 10,000 that was originally invested).
   2. IPO example: In the event that the investee company proceeds to a stock market flotation, the investor will assign shares to Spark Venture Funding, based on the official launch price at which the investee company floats. For example, if the investee company floats at an official share price of EUR 7.00 and the investor had purchased 10,000 shares at a price of EUR 2.00, the imputed profit in this situation is EUR 5 x 10,000 shares, which is EUR 50,000. A fee of 6% would be charged on this EUR 50,000, which is EUR 3,000. The investor would assign 428 shares to Spark Venture Funding in advance of the flotation, being EUR 3,000 divided by EUR 7.00 per share.
   3. Take-over example: A third situation where there is a takeover but the consideration is in the form of unquoted paper at some indicative valuation which is not uncommon. In that case, it should not be treated as a disposal which would trigger a determination of profit or loss but such determination would be postponed until a subsequent cash sale or IPO.

6. Investment Process

1. The Investor will be entitled to place a revocable order to subscribe or purchase shares or other securities in a Company in any Pitch on the Website for a period (the "Offer Period") ending on the date specified by the Investee on the Pitch.
2. Where a share price is indicated on the Pitch, any such revocable order shall be in multiples of the indicated share price which is subject to alteration in accordance with clause 6.9 below.
3. The date of the Offer Period may be updated from time to time and Spark Venture Funding reserves the right to end Pitches early or extend the Offer Period in its absolute discretion.
4. The subscription agreement for the investment is between the Investor and Investee such that the offer from the Investor is to the Investee and not to Spark Venture Funding. The Investee may accept or reject any order up until expiry of the period set out in the Cooling Off Email as set out in clause 6.6 below.
5. The Investor shall put in place payment arrangements to ensure that the Subscription Price is paid in accordance with clause 6.13 below. This may require the Investor to agree to a payment service provider terms and conditions or otherwise provide satisfactory evidence of payment to Spark Venture Funding. It is the Investor responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in accordance with clause 6.13 below.
6. If a Pitch is Successful, the Investee will instruct Spark Venture Funding to circulate a copy of the Investee proposed Constitution, bond instrument or fund documentation to each Investor by email titled Review your investment in (the "Cooling Off Email"), and to request that each Investor either cancel their order through the portfolio section of the Website or inform Spark Venture Funding by email within the time period specified in the email if they no longer wish to proceed with the Investment.
7. The Investor acknowledges that it is their responsibility to carefully review the Cooling Off Email and any attached documents.
8. If Spark Venture Funding receives no cancellation request (either by email or through the cancel investment function in the portfolio) from the Investor within the time period specified in the Cooling Off Email in clause 6.6, the Investor will be deemed to have confirmed their order and the Investee will accept their order. Such an order will become a legally binding contract to invest between the Investee and the Investor upon expiry of the time period set out in the Cooling Off Email, with completion of the investment conditional upon the Investee receiving payment from the Investor and subject to the completion conditions set out in clause 6.11 below.
9. The Investor agrees that the contract to invest between the Investee and Investor formed in accordance with clause 6.8 above shall incorporate any warranties given in the legal review document (the "Legal Review") attached to the email sent by Spark Venture Funding to each Investor pursuant to this clause (the "Warranties"), subject to the terms and limitations of such Warranties as set out in the Legal Review.
10. If for any reason the Cooling Off Email is not received by an Investor or an Investor response to the Cooling Off Email is not received by Spark Venture Funding (whether this is known or notified to Spark Venture Funding or not), otherwise than as a result of fraud or gross negligence by Spark Venture Funding, Spark Venture Funding shall not be liable to the Investor or the Investee for any losses, claims or damages suffered by the Investor, and Spark Venture Funding shall be entitled to proceed on the assumption that the Investor has received the email and wishes to proceed with the Investment.
11. Subject to clause 6.12, the contract to invest between the Investor and Investee is subject to completion conditions, including minimum funding threshold, warranties, specific legal review conditions, and payment of fees and commissions due from Investee to Spark Venture Funding.
12. Spark Venture Funding (and not the Investee or Investor) has absolute discretion to determine whether the completion conditions are satisfied prior to issue of shares to Investor by Investee and may recirculate the Cooling Off Email or cancel the investment opportunity.
13. If a Pitch is Successful, when the Investor places an order to subscribe for shares in an Investee, and subject to non-revocation at expiry of the Cooling Off Email, an agreement shall then subsist between the Investor and the Investee, or a third party on behalf of the Investee, to transfer the subscription price for the relevant Investment (the "Subscription Price") to the Investee.
14. If the Pitch is not Successful or the order not completed for any reason, the Investor order will not be transferred to another Pitch or Investee, and no substitute service will be provided, and cancellation/return mechanics will apply as described in the terms.
15. The Subscription Price shall be the amount indicated by the Investor as part of their revocable order on the Pitch, less any fees due in accordance with these Investor Terms unless adjusted in accordance with this term. In the event of any required adjustment (including, without limitation, as a result of a change of valuation or error), an updated share price shall be supplied in the Cooling Off Email or Legal Review, and the Subscription Price shall be revised down to the nearest whole share multiple.
16. The terms relating to the provision of any rewards for investment advertised on the Pitch shall constitute part of the agreement formed between the Investor and the Investee. Spark Venture Funding shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Investee in the provision of such rewards.
17. The Warranties are made by the Investee to the Investor. Spark Venture Funding accepts no responsibility for enforcing any Warranties. Any Investor who seeks to enforce any of the Warranties shall bear all costs incurred in connection with such enforcement.
18. At any time prior to the expiry of the Cooling Off Email, Spark Venture Funding may cancel any order of Investment made by the Investor that Spark Venture Funding deems, in its absolute discretion, to be malicious or otherwise detrimental to Investee or Spark Venture Funding.
19. In the event that the Investor is connected with the Investee, he/she shall be deemed to have waived any right he/she may have to cancel his/her Investment pursuant to clause 6.6. Connected with includes directors, named team members, and immediate family of same.

7. Investments and Next of Kin

1. Investors are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Spark Venture Funding process, and that instructions are provided to enable the Investor order to be withdrawn before it is converted to an irrevocable order on the occurrence of the Investor death, insolvency or incapacity.
2. Spark Venture Funding accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the Investor to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.
3. Investors, or in accordance with clause 7.1, their next of kin, are entitled to withdraw their order at any time prior to it becoming a firm order upon the expiry of the confirmation email as set out in clause 6.6 above.

8. Investee Articles, Bond Instrument or Other Documentation

1. The Investor acknowledges that, as a consequence of them becoming a shareholder or beneficial owner of an Investee, they shall be subject to the provisions of the Investee Constitution, bond instrument or other constitutional documents indicated to the Investor in the Legal Review or Cooling Off Email (together, the "Constitutional Documents").
2. The Constitutional Documents will include certain restrictions on the shares or other securities and obligations will attach to such shares or other securities.
3. The Constitution will be in the form notified to the Investor by Spark Venture Funding in the Cooling Off Email and/or as set out on the Pitch and may be subject to other documentation or disclosures.
4. The Investor acknowledges that, where they are subscribing for bonds, they shall be subject to the provisions of the Bond Instrument or other debt instrument and associated terms and conditions of the particular debt security.

9. Regulation and Liability

1. The Investor acknowledges that Spark Venture Funding affiliates, and/or the proprietors, officers or employees of Spark Venture Funding and/or such affiliates may consider expressing interest or subscribing for shares in an Investee.
2. The Investor acknowledges that Spark Venture Funding approves each Pitch as a financial promotion but does not provide advice or any form of recommendation regarding the suitability or quality of the Investment.
3. The Investor acknowledges and accepts that the Website includes a forum and that Spark Venture Funding investigation of Investees and content is limited as set out in the Due Diligence Charter.
4. The Investor warrants, represents and undertakes to Spark Venture Funding that the Investor has categorised himself or herself correctly and shall comply with forum terms and conditions.
5. The Investor acknowledges that Spark Venture Funding does not provide advice or recommendations in relation to investments.
6. The Investor acknowledges that in approving the Pitch as a financial promotion, Spark Venture Funding has concluded that the Pitch, taken as a whole in context, is fair, clear and not misleading.
7. The Investor acknowledges that aspirational statements may be speculative, and that Investee ambitions may be unachievable or exaggerated.
8. The Investor acknowledges that Spark Venture Funding makes no representation, warranty or undertaking relating to any claims made by Investees, including tax benefits such as EIIS, EIS and SEIS.
9. The Investor acknowledges that tax treatment depends on the individual circumstances of each Investor and may be subject to change in future.
10. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from negligence nor for fraud by or on behalf of either party, nor limit liability where law does not permit exclusion.
11. With the exception of clause 9.10 above, Spark Venture Funding liability in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement shall be limited in aggregate to the lesser of (a) total amount invested in the Pitch up to the event leading to claim; or (b) EUR 100.
12. Spark Venture Funding shall not be liable for economic losses, special, indirect or consequential losses, whether or not known to the parties at commencement of this Agreement.
13. Spark Venture Funding (or any subsidiary or holding company) does not hold Client Funds on behalf of Investors.
14. Comprehensive Waiver of Legal Action. The Investor agrees that, by using the Spark platform and making any Investment, they shall have no right to commence any legal action, suit, or proceeding of any kind against Spark Venture Funding, its affiliates, directors, officers, or employees (the "Spark Parties") in any jurisdiction, under any circumstances whatsoever.
15. Examples of Non-Liability. Without limiting clause 9.14, the Investor agrees no legal action can be taken in scenarios including but not limited to loss of capital, Investee failure, inaccurate statements, tax relief failure, platform error, and acts/omissions/fraud of an Investee or Nominee Company.

10. Termination

1. Subject to clause 10.2, the Investor may terminate this agreement on 7 days written notice to Spark Venture Funding.
2. If an Investor has an outstanding or incomplete order for investment in any Investee which has not been resolved in accordance with clause 6, the Investor may only terminate this Agreement if they served written notice by email on Spark Venture Funding and have withdrawn his/her order from the ongoing Pitch via Pitch or confirmation email.
3. Once an order has been made firm with an Investee in accordance with this agreement, the Investor has entered into a direct contract with the Investee and Spark Venture Funding shall have no further obligations unless otherwise notified to Investor.
4. Spark Venture Funding may terminate this agreement at any time in the event that the Investor breaches these Investor Terms or Spark Venture Funding suspects criminal or improper activities.
5. If Spark Venture Funding terminates this agreement while the Investor has placed an order not completed by issue of shares, Spark Venture Funding reserves the right to inform the Investee of termination and take steps to ensure order is not completed.
6. Clauses 6, 7, 8 and 9 shall survive termination of this agreement and any clause required to administer investment in accordance with terms, Investor Nominee Terms or regulatory requirements.

11. Early Drawdown of Funds

1. This clause applies where the Investor has entered into a binding subscription agreement with the Investee and transferred the applicable Subscription Price ("Pre-Committed Investment") to the Investee prior to the Cooling Off email referred to in clause 6.6 being sent.
2. Where this clause applies, the Investor agrees that the Investee may draw down and spend the Pre-Committed Investment after receipt, waives cancellation rights for the Pre-Committed Investment, agrees completion is not subject to clause 6.11 conditions, agrees Investee is solely responsible for issuing shares if Pitch is cancelled, and acknowledges possible tax relief prejudice due to timing.

12. Complaints and Queries

1. Should an Investor have any complaints or queries about the services provided by Spark Venture Funding or this agreement, they should contact Spark Venture Funding on 01 44 33 944 or by writing to Spark Venture Funding at 13 Adelaide Road, Dublin, D02 P950.
2. Communications with, to or from Spark Venture Funding shall be in the English language.

13. Waiver

1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict further exercise of that or any other right or remedy.

14. No Partnership or Agency

1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15. Assignment and Variation

1. The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by the Investor without the written consent of Spark Venture Funding. Spark Venture Funding may assign this agreement without restriction subject to compliance with applicable law and regulation.
2. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any clause is deemed invalid or unenforceable, it shall not impact the remainder of this agreement.

16. Notices

1. Any notice or other communication required under or in connection with this contract shall be in writing and delivered by hand, post or email to notified addresses. The email address for service of notices on Spark Venture Funding is info@sparkventurefunding.com.
2. Any notice or communication shall be deemed received if delivered by hand, on signature of delivery receipt or when left at proper address, or if sent by email, at 9.00 am on next working day after transmission, or otherwise at 9.00 am on second Business Day after posting or at time recorded by delivery service.

17. Governing Law and Jurisdiction

1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Ireland.
2. The parties irrevocably agree that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Defined Terms

Last Updated: 19 November 2025