Project Owner Terms

These terms ("Agreement") apply to any engagement between Slua Ventures Limited (Company No. 626553), trading as Spark Venture Funding of 13 Herbert Place, Dublin, D02 YD32 ("Spark," "we," "us") and any company seeking to raise funds (the "Project Owner," "you," "your") through the Spark Venture Funding platform (the "Platform"). Spark Venture Funding is authorised and regulated by the Central Bank of Ireland.

By submitting your Pitch, you confirm your acceptance of these terms. If you do not understand any of these terms, you must obtain independent legal advice before proceeding.

1. Project Owner's Obligations

1.1 The Project Owner agrees to:

1. Complete an application form to participate on the Platform to Spark's satisfaction.
2. Prepare and deliver all information required by Spark to facilitate the creation of a Pitch, including the investment proposition, business plan, financial forecasts, accounts, details of equity offered, and constitutional documents.
3. Include Spark's provided disclaimer and risk warning in all campaign content published on its own channels.
4. Pass, sign, and/or adopt any documentation required by Spark to complete the investment round in a timely manner.
5. Use Stripe payment processing services and be bound by the Stripe Services Agreement. Spark is not liable for Stripe actions or investor chargebacks.
6. Consider engaging independent professional advisors. Spark has no obligation to ensure advice is received nor liability for losses if advice is not taken.
7. Not offer securities to persons outside Spark's membership or communicate investment inducements to such persons without Spark's prior written consent, and indemnify Spark for losses resulting from breach.
8. Grant Spark a licence to use your trade names, trademarks, logos and IP as reasonably necessary for the Pitch and promotion of Spark, and indemnify Spark for losses arising from use.
9. Arrange for issuance of shares to investors upon receipt of the Subscription Price.
10. Ensure all marketing materials comply with law and are pre-approved by Spark if they constitute financial promotions.
11. Use best endeavours to secure a successful fundraise.
12. Permit background checks on the Project Owner and its directors/advisors by a provider selected by Spark.
13. Send at least one business update per quarter to shareholders while Spark investors remain shareholders.
14. Respond within 7 days to monthly performance surveys from Spark.
15. Provide Spark with copies of business updates and mass shareholder communications, and respond promptly to information requests.
16. Complete all necessary statutory and regulatory filings in a timely manner.
17. Where relevant, provide a letter from its accountant or solicitor confirming qualification for EIIS/SEIS/EIS tax reliefs.
18. Comply with the Spark Website Terms of Use.

1.2 The Project Owner shall not:

1. While a Pitch is being prepared or live, list a Pitch on another crowdfunding site or raise other investment/debt financing without Spark's prior written consent.
2. After a Pitch has closed, represent funds received as part of a subsequent round without Spark's consent.
3. Manipulate a Pitch in any way, including adding/removing investments not intended to be paid.
4. Market investment opportunities in jurisdictions where unlawful, unless agreed in writing with Spark.
5. Use Investor Personal Data other than as set out in clause 17.

2. Client Categorisation

The Project Owner acknowledges that Spark Venture Funding will not supply confirmations of transactions or orders it receives and transmits, and that the Cooling Off email (clause 5.4) constitutes sufficient and adequate reporting of arranging transactions and receipt/transmission of orders, and hereby consents to the same.

3. Spark's Obligations

3.1 Subject to clause 3.2, Spark Venture Funding shall:

1. Use reasonable endeavours to make the Website available for the Pitch and fundraising purposes.
2. Use reasonable endeavours to elicit applications from members by communicating the Pitch as a financial promotion.
3. Send a Cooling Off Email in accordance with clause 5.4 to Investors (unless certain investors have agreed an alternative subscription process).
4. Liaise with the Project Owner and relevant third parties to support transfer of funds on completion.

Spark is under no obligation to list a Pitch and may reject, remove, or suspend a Pitch in its absolute discretion.

Spark may recommend professional advisors but is not involved in that advisor engagement and has no liability related to it.

4. Remuneration and Fees

1. Spark will charge commission of 7% (exclusive of VAT) on all monies raised, subject to clauses 4.10, 15.3 and 15.4 where applicable.
2. All monies raised includes total invested through a Pitch and related investment by investors introduced by Spark, including subsequent investments in perpetuity.
3. Ancillary charges/fees (including legal fees) payable to third parties are separate from this Agreement.
4. The Project Owner agrees to pay all processing fees/charges (including Stripe and FX fees where applicable). Stripe fees are passed on at cost with no Spark mark-up.
5. All charges are payable within 15 days of invoice or may be collected by electronic transfer/deduction from investment monies.
6. If a Pitch reaches 80% of initial target and is cancelled for any reason, Spark may charge all commissions and fees under this agreement and fee agreements.
7. On sale/exit, the Investee agrees to deduct 6% carried interest payable to Spark from total proceeds before distributions, then distribute remaining 94% to investors.
8. If a Pitch is unsuccessful/cancelled and the Project Owner later raises from Spark-introduced members, all commissions and fees remain payable.
9. Without prior written consent, Project Owner shall not solicit Spark members after unsuccessful/cancelled Pitch, save where independently approached with evidence.
10. Additional services (including marketing) are agreed separately by email or specified form and payable within 15 days, typically before Pitch goes live.
11. Project Owner is liable for all taxes under this Agreement and share issue/holding/transfer, including any VAT law changes affecting fees due to Spark.

5. Investment Process

1. The Project Owner shall make a Pitch available for revocable investor orders during the Offer Period ending on earliest of target achieved, 40 days (or agreed variation), or termination by either party.
2. If a Pitch reaches 80% or greater of target, it is deemed Successful. If Successful, Project Owner issues shares subject to clause 5.7 conditions and receipt of Subscription Price net clause 4 fees.
3. The contract to invest incorporates warranties in the Legal Review ("Warranties"), subject to its terms and limitations.
4. Project Owner will instruct Spark to circulate Cooling Off Email with constitutional documents, Legal Review, and other material documents. If no investor cancellation within stated period, order becomes firm and binding subject to completion conditions.
5. Completion conditions include minimum 80% of target (unless Spark determines otherwise), Warranties remaining true with no material adverse change, satisfaction of Legal Review conditions, and full payment of fees/commissions due to Spark.
6. Spark determines whether completion conditions are satisfied and may recirculate Cooling Off Email or cancel the opportunity.
7. If Pitch does not complete or is cancelled, orders are cancelled, no substitute service is provided, and Project Owner must cooperate with cancellation and return of Subscription Price where transferred.
8. Project Owner shall liaise with Spark in good faith throughout completions and respond promptly to requests.
9. Any assistance by Spark with corporate administration is not legal, financial, or tax advice.
10. Where Nominee service is agreed in writing, references to issuance to Investors include issuance to Nominee on trust for Investors.
11. Project Owner is solely responsible for rewards advertised on the Pitch and indemnifies Spark for losses from delay/failure in providing rewards.

6. Investments / Pitches

1. Project Owner is solely responsible for Pitch compliance with applicable laws/regulations and does not rely on Spark advice (other than Spark approval role for financial promotion).
2. Project Owner must adhere to Spark's reasonable regulatory/legal compliance requirements and provide requested information/documentation.
3. Past performance content must not be the most prominent feature, must include suitable period/source details, and a warning that past performance is not a reliable indicator of future results.
4. Future performance content must not be based on simulated past performance, must use reasonable objective assumptions, and include warning that forecasts are not reliable indicators.
5. All Pitch content/materials/statements must be true, accurate, not misleading, lawful, non-infringing, and fair.
6. Pitch must contain adequate risk warnings and fair prominence of risks versus benefits, be monitored and kept up to date, and relevant updates communicated to investors/prospective investors.

7. Warranty, Regulation and Liability

Project Owner acknowledges Spark's forum and due diligence limitations, and that Spark makes no warranties in respect of Project Owners or Pitch content.

7.2 Project Owner warrants, represents and undertakes that:

1. It complies with forum terms and conditions.
2. All information disclosed to Spark/investors/users is true, accurate, non-misleading, lawful and non-infringing.
3. Material matters (including debt, diluted equity, options, litigation and other material issues) are fully disclosed before and during live Pitch and until drawdown.
4. Opinions/intentions are fair, reasonably grounded, and forward-looking statements are based on objective assumptions.
5. It has authority to enter this Agreement and doing so does not breach constitutional documents or binding agreements.
6. No litigation/arbitration/administrative proceedings are pending or threatened, to its knowledge.
7. Fully diluted share capital and valuation/equity assumptions are properly disclosed and stable through completion.
8. Required pre-emption consents/waivers are obtained.
9. It has good legal and beneficial title to material assets including IP.
10. It is solvent and directors are not subject to specified disqualifying circumstances.
11. Permissions have been obtained for background checks on named directors/advisors.
12. If represented as EIIS/SEIS/EIS qualifying (or pending), it qualifies at time of Pitch.

Spark has no liability for failure to meet target, investor non-payment, or non-completion, and is not party to share purchase agreement between Project Owner and Investors.

Spark approval of Pitch as financial promotion is not investment endorsement.

7.6 Limitation of Liability

• Spark's entire liability is limited to fees received under this Agreement.
• Spark is not liable for economic, special, indirect, or consequential losses.
• Comprehensive waiver of legal action applies against Spark Parties.
• Non-liability examples include failed fundraising, investor actions/omissions, platform failures, inaccurate information, Pitch rejection/suspension/removal, reliance on platform communications, business decisions, data loss, and third-party provider acts/omissions/fraud.

Funds/assets are released to Project Owner nominated bank when Spark is satisfied all legal agreements are completed and signed.

8. Termination

1. Subject to clause 8.3, this Agreement terminates on 7 days' notice by Project Owner, or as determined by Spark where breach/suspicion of criminal activity/insolvency applies, or on Spark 7 days' notice.
2. If outstanding/incomplete investor orders exist, Project Owner may terminate only after email notice and withdrawal of Pitch. If Cooling Off email issued, termination is only available before expiry and after instruction to communicate cancellation to potential investors.
3. After firm orders are formed post Cooling Off expiry, Project Owner remains bound to complete share issue and Spark has no further obligations/involvement.
4. Specified clauses survive termination, including fee, liability, confidentiality and data protection related clauses.

9. Complaints and Queries

1. Project Owners with complaints/queries should contact Spark on +353 1 44 33 944 or info@sparkventurefunding.com.
2. Complaints may also be addressed to the Financial Services and Pensions Ombudsman of Ireland.
3. Equity crowdfunding is regulated in Ireland and Spark is authorised and regulated by the Central Bank of Ireland.
4. Communications with, to or from Spark shall be in English.

10. Cancellation and Suspension

1. Project Owner consents to Spark services beginning immediately and, except as set out in this Agreement, has no right of cancellation.
2. Spark may suspend/cancel services (including refusing, removing or suspending a Pitch) where Project Owner may be non-compliant with law/regulation, Pitch cannot be approved as financial promotion, or Project Owner is in breach.

11. Waiver

1. No failure or delay in exercising rights/remedies constitutes waiver, and no partial exercise precludes further exercise.

12. No Partnership or Agency

1. Nothing in this Agreement establishes partnership, joint venture, or agency, nor authorises commitments on behalf of another party.

13. Assignment and Variation

1. Project Owner membership is non-transferable and this Agreement cannot be assigned/transferred/encumbered without Spark written consent. Spark may assign without restriction.
2. No variation is effective unless in writing and signed by parties (or authorised representatives). Signed written alternatives prevail in case of conflict.

14. Notices

1. Notices must be in writing and delivered by hand, post, or email to notified addresses. Spark notice email is info@sparkventurefunding.com.
2. Deemed receipt follows delivery method timing set out in this clause.

15. Entire Agreement

1. This Agreement, any signed term sheet, and where applicable Nominee Terms, form the entire agreement on subject matter.
2. Unless clause 15.3 applies, this Agreement prevails over conflicting term sheet provisions.
3. Where term sheet specifies commission, it replaces 7% in clause 4.1 but clause 4.1 otherwise remains binding.
4. Nominee Terms fees apply in addition to other commissions, fees and charges under Project Owner Terms.

16. Confidentiality

1. Project Owner must not disclose Spark confidential information during the Agreement and for two years after, except as permitted.
2. Permitted disclosures are to personnel/advisors needing the information (subject to confidentiality obligations) and where required by law/court/regulator.
3. Project Owner must not use Spark confidential information except to perform obligations under this Agreement.

17. Data Protection

For this clause, terms such as Data Controller, Data Subject, Personal Data, Processing and Processor have meanings under the Data Protection Act 2018 and GDPR as applicable.

1. During a live Pitch and before completion, Spark is Data Controller and Project Owner acts as processor for Spark user Personal Data, processing only as necessary to respond to Pitch information requests and per Spark instructions.
2. Project Owner shall not add Spark user Personal Data to marketing lists and shall keep processing records.
3. On completion and issue of shares, Spark provides investor list and relevant Personal Data to enable register administration and investor communications. Project Owner becomes controller for retained investor Personal Data and must delete Personal Data of non-investing users.
4. If the Pitch is unsuccessful, Project Owner must irretrievably delete all Personal Data received from Spark.
5. Project Owner shall process Personal Data only on documented controller instructions, ensure confidentiality, apply appropriate Article 32 GDPR security measures, assist with data subject rights requests, and provide copies of Personal Data to Spark on request.
6. Project Owner must promptly comply with Spark requests to amend/transfer/delete Personal Data.
7. Project Owner must immediately notify Spark of complaints/notices/communications relating to data processing and provide full cooperation.
8. Project Owner shall not transfer Personal Data outside the EEA without prior Spark written consent.
9. Project Owner must promptly notify Spark of data loss/destruction/damage/corruption/unlawful processing and restore data at its own expense.
10. Spark may inspect or appoint representatives to inspect facilities/systems/documents/data related to processing and compliance.

18. Governing Law and Jurisdiction

1. This Agreement and disputes/claims (including non-contractual) are governed by the law of the Republic of Ireland.
2. The parties agree that courts of the Republic of Ireland have non-exclusive jurisdiction for disputes/claims arising from this Agreement.

Risk Warning

Investment in this crowdfunding project entails risk, including the risk of partial or entire loss of the money invested. Your investment is not covered by deposit guarantee schemes under Directive 2014/49/EU, nor by investor compensation schemes under Directive 97/9/EC.

Investments that qualify for tax relief schemes (such as EIIS) may lose that status due to the company's future activities or your personal circumstances. Any tax relief is not guaranteed and should not be the primary reason for investment. You should consult your tax advisor.

You may not receive any return on your investment.

This is not a savings product and you should not invest more than 10% of your net worth in crowdfunding projects.

You may not be able to sell the investment instruments when you wish. If you are able to sell them, you may nonetheless incur losses.

The crowdfunding service provider declares that, to the best of its knowledge, no information has been omitted or is materially misleading or inaccurate. The crowdfunding service provider is responsible for preparation of this key investment information sheet.

Please click here to read our full Risk Warning.

Spark Venture Funding is authorised by the Central Bank of Ireland.