Investor Terms

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 2 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 (which may be with the Investee rather than Spark Private), 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 Private platform, the Investor acknowledges that they must successfully complete Spark Private's on-boarding process, including the Investor Assessment Questionnaire where applicable, and the Investor agrees that Spark Private will rely on responses and confirmations given as part of the on-boarding process, which form part of the terms on which Spark Private 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 Private. Registration and agreement to these Investor Terms allows membership, which Spark Private may terminate alongside and in accordance with this agreement.

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 be made by a Nominee Company, independent of Spark Private, 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 Private; 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 Private 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 Private to be registered under such countries securities laws or otherwise.
   3. During the Registration Process, the Investor must provide, and undertakes to provide Spark Private 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 Private; and undertakes to keep the same up to date and notify Spark Private 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 Private that the email address he/she has provided to Spark Private may be used for the purpose of receiving notices or communications from Spark Private and any Investee in electronic form and to Spark Private or any Investee making information available on a website, and requesting that Spark Private 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 Private may from time to time require. In particular, Spark Private may require identification of Investors and information about the sources of funds being provided by the Investor in investments Spark Private 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 Private website and that there is a reasonable likelihood of a 100% investment loss.
   2. Spark Private shall treat all Investors as retail investors, unless otherwise notified by Spark Private.
   3. The Investor acknowledges that Spark Private 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 Private and hereby consents to the same.

5. REMUNERATION

   1. Spark Private 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 Private will charge investors 6% of the profit that investors make from any investments made on the Spark Private 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.This 6% fee also applies to any dividends paid. 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 €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 €40,000 on the investment (on top of the original investment of €10,000). The 6% fee is charged on the €40,000 profit, which is a fee of €2,400. The investor receives €37,600 (on top of the €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 Private, 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 €7.00 and the investor had purchased 10,000 shares at a price of €2.00, the imputed profit in this situation is €5 x 10,000 shares, which is €50,000. A fee of 6% would be charged on this €50,000, which is €3,000. The investor would assign 428 shares to Spark Private in advance of the flotation, being €3,000 divided by €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, I believe that 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 Private 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 Private. 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’s terms and conditions or otherwise provide satisfactory evidence of payment to Spark Private. It is the Investor’s 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 Private to circulate a copy of the Investee's 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 Private 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 Private 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 Private 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’s response to the Cooling Off Email is not received by Spark Private (whether this is known or notified to Spark Private or not), otherwise than as a result of fraud or gross negligence by Spark Private, Spark Private shall not be liable to the Investor or the Investee for any losses, claims or damages suffered by the Investor, and Spark Private 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 the following completion conditions:
       1. where a target has been identified on the Pitch, at least 90% of the initial target investment amount set out on the Pitch shall be received by the Investee from Investors unless Spark Private determines, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances;
       2. the Warranties being true and there being no actual or contemplated material change to the Investee or the investment round, either before or after the expiry of the email set out in clause 6.6 above and prior to the issue of shares to Investors (whether change is material to be determined by Spark Private in its sole discretion);
       3. confirmation of satisfaction of any specific conditions set out in the Legal Review; and
       4. payment of all fees and commissions due from Investee to Spark Private.
   12. Spark Private (and not the Investee or Investor) has absolute discretion to determine whether the conditions set out in clause 6.11 above are satisfied at any time during the completions process prior to the issue of shares to Investor by Investee. If Spark Private determines a condition is not satisfied, Spark Private may in its absolute discretion:
       1. recirculate the Cooling Off Email to Investors as set out in clause 6.6 above, to include, as required by Spark Private, the Constitution of the Investee alongside a disclosure statement detailing the failed condition. This email shall also request that each Investor inform Spark Private by email within the time specified in the email if they no longer wish to proceed with the Investment. If Spark Private receives no response from the Investor within the stated time period, the Investor will be deemed to have confirmed his order in the same manner as clause 6.6 and subject to clauses 6.11 and 6.12; or
       2. determine that the investment opportunity is cancelled, either before or after the expiry of the time period in the Cooling Off Email. In these circumstances, if the time period set out in the Cooling Off Email to Investors has expired, the contract to invest between the Investee and Investor shall not complete and there shall be no legally binding contract between the Investee and Investor. Clause 6.14 below shall apply in these circumstances.
   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. Shares, debt securities or units in the Investee will be issued to the Nominee (or where appropriate, the Investor) by the Investee and the Subscription Price will be transferred to the account of the Investee following the end of the Offer Period and the Investment Fee will be transferred to Spark Private. If the Pitch is not Successful or any completion condition set out in clause 6.6 or 6.11 is not satisfied, then no such agreement between the Investor and the Investee shall arise.
   14. If the Pitch is not Successful or the order not completed for any reason, the Investor's order will not be transferred to another Pitch or Investee, and no substitute service will be provided. The Investor confirms that should an Investee not ultimately attain the stated desired target level of investment as set out in its Pitch, as a result of withdrawals after the expiry of the Offer Period, or failure by other Investors to transfer the Subscription Price to the Investee, neither the Investee nor Spark Private is required to inform the Investor of this failure, and the Investor may still be required to purchase the shares he/she ordered, provided that the conditions in clause 6.6 and 6.11 are met. If the conditions in clause 6.6 or 6.11 are not satisfied for any reason, the agreement for investment between the Investor and Investee will not complete and Spark Private will use its reasonable endeavours to arrange for the Investee to cancel the Investment made by the Investor and, if payment has already been made, require the Investee to return the Subscription Price to the Investor. The Investor consents to Spark Private releasing such information as is reasonably necessary, to the Investee to allow such return of the Subscription Price, and the Investor undertakes to co-operate with Spark Private and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Subscription Price.
   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. Where an Investor has preauthorised any payment through a third party payment provider, the payment that is taken shall also be revised down to the new Subscription Price.
   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 pursuant to clause 6.6. Spark Private 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 Private 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 Private may cancel any order of Investment made by the Investor that Spark Private deems, in its absolute discretion, to be malicious or otherwise detrimental to Investee or Spark Private. This includes, without limitation, Investments placed for the purpose of disrupting or causing the closure of the Investee’s Pitch where the Investor has no intention of paying the Subscription Price. The Investor shall indemnify Spark Private for any loss, liability, cost or expense incurred by Spark Private in connection with the removal of an Investment pursuant to this clause.
   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. In this clause 6.19, “connected with” means being:
       1. a director of the Investee;
       2. a person named in the “Team” section of the Investee’s Pitch; or
       3. a spouse, Civil Partner, parent, child, sibling of any person included in the categories set out at clauses 6.19.1 and/or 6.19.2.

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 Private process, and that instructions are provided to enable the Investor's order to be withdrawn before it is converted to an irrevocable order on the occurrence of the Investor's death, insolvency or incapacity.
   2. Spark Private 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’s Constitution (which constitute an agreement between each of the Investee’s shareholders and between the shareholders and the Investee itself), bond instrument or any 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 Private in the Cooling Off Email referred to in clause 6.6 above 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, as a consequence of them becoming a bondholder of an Investee, 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 (which constitute an agreement between each bondholder and the relevant Investee) which will include certain restrictions on the debt securities issued and certain rights and obligations will attach to such debt securities.

9. REGULATION AND LIABILITY

   1. The Investor acknowledges that Spark Private's affiliates, and/or the proprietors, officers or employees of Spark Private and/or such affiliates may consider expressing interest or subscribing for shares in an Investee. If the Investor becomes aware of this, they agree not to rely upon the same in making a decision whether to invest in an Investee, and confirms that any decision by them to invest in an Investee is not based upon any representation, information, action, omission or otherwise of Spark Private, its subsidiaries or affiliates or the proprietors or employees of Spark Private, its subsidiaries or its affiliates.
   2. The Investor acknowledges that Spark Private 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. The Investor acknowledges that the approval of the Pitch as a financial promotion by Spark Private, or the investment in an Investee by any person referred to in clause 9.1 is not an indication of approval of the Pitch generally, and the Investor confirms that it shall take no inference from or make any reference to the same.
   3. The Investor acknowledges and accepts that the Website includes a forum which may be a part of an Investee's Pitch which is intended as a service to Investees to put them in contact with Investors, and also that Spark Private's investigation of the Investees and the content of their Pitches is limited as set out in the Due Diligence Charter, and accordingly Spark Private makes no warranty or representation and assumes no liability in respect of the Investees or the content of their Pitches or posts on the forum. The Investor must make their own assessment of the viability, accuracy and prospects of the Investees, their Pitches, and any relevant investment propositions and should consult their professional advisers should they require any assistance in making such an assessment or should the Investor require any services whatsoever in connection with Spark Private. In particular, the attention of the Investor is drawn to the disclaimer, risk warning and regulatory notice on each Pitch.
   4. The Investor warrants, represents and undertakes to Spark Private that (i) the Investor has categorised himself or herself correctly under clause 4.1 above; (ii) shall comply with any terms and conditions associated with the use of the forums on the Website, and in particular undertakes not to post any illegal, defamatory or inappropriate material or advice to invest and acknowledges that Spark Private will in its absolute discretion have the power to determine whether posts by Investors breach this clause 9.4 or are otherwise inappropriate and may be removed by Spark Private.
   5. The Investor acknowledges that Spark Private does not provide the Investor with any advice or recommendations in relation to investments. Nevertheless it is typically considered prudent for Investors to consider spreading their risk over multiple investments and Spark Private encourages this approach.
   6. The Investor acknowledges that in approving the Pitch as a financial promotion, Spark Private has concluded that the Pitch, taken as a whole in the context of the above, is fair, clear and not misleading. The Investor acknowledges Spark Private has completed, or will complete the steps outlined in the Due Diligence Charter (as may be amended from time to time). However, the Investor's attention is drawn to the fact that the evidence is obtained from the Investee itself and has not been audited by Spark Private, which means that it may contain inaccuracies, be incomplete or be a forgery.
   7. The Investor acknowledges that Spark Private has checked that aspirational statements contained within the Pitch are phrased appropriately in light of their speculative nature. However, the Investor acknowledges that the Investee is likely to be a start-up company and as such may have high ambitions which may be unachievable and exaggerated. The Investor acknowledges that Spark Private may approve statements that convey those ambitions even where it does not believe, or does not have a view on whether it is likely, that they will be fully realised and the Investor acknowledges that Spark Private encourages Investors to consider the information provided in the context it is being provided.
   8. The Investor acknowledges that Spark Private makes no representation, warranty or undertaking relating to any claims made by Investees, including, without limitation, that the Investee and the Investment will qualify for or be subject to any tax benefits such as EIIS, EIS and SEIS or that these tax benefits are pending approval of The Revenue Commissioners in Ireland or HMRC. The Investor acknowledges and agrees that tax benefits may change or be disqualified and shall not hold Spark Private liable for any loss arising as a result of a tax benefit (including, without limitation EIIS, EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from an Investor by The Revenue Commissioners in Ireland or HMRC.
   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 the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. Nothing in this Agreement shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
   11. With the exception of clause 9.10 above, Spark Private's liability (which shall include Spark Private’s affiliate or group companies, including Slua Ventures Ltd; and directors, officers and employees of Slua Ventures Ltd) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of (a) the total amount invested in the Pitch by Investor on Spark Private up to the date of the event leading to the claim; or (b) €100.
   12. Spark Private shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under this Agreement for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the commencement of this Agreement.
   13. Spark Private (or any subsidiary or holding company of Spark Private) does not hold Client Funds on behalf of Investors.

10. TERMINATION

    1. Subject to clause 10.2, the Investor may terminate this agreement on 7 days' written notice to Spark Private.
    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 have
       1. served written notice by email on Spark Private; and
       2. has withdrawn his/her order from the ongoing Pitch either via the Pitch, or by responding to the confirmation email confirming his/her withdrawal.
    3. Once an order has been made firm with an Investee in accordance with this agreement, the Investor has entered into a contract with the Investee direct on such terms as are agreed with the Investee, and Spark Private shall have no further obligations or involvement in the Investment unless otherwise notified to Investor.
    4. Spark Private may terminate this agreement at any time in the event that:
       1. the Investor breaches these Investor Terms; or
       2. Spark Private suspects that the Investor has been involved in any criminal or otherwise improper activities,and the Investor's use of the Spark Private platform will be terminated.
    5. If Spark Private terminates this agreement in accordance with clause 10.4 whilst the Investor has placed an order that has not been completed by the issue of shares in the relevant Investee, Spark Private reserves the right to inform the Investee of the termination and take such steps as are necessary to ensure that the Investor's order is not completed.
    6. Clauses 6, 7, 8 and 9 shall survive termination of this agreement and if an Investor has made an application to invest or has invested in an Investee through Spark Private then any clause in this agreement that is required in order to administer that investment in accordance with these terms, the 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:
       1. agrees that the Investee may draw down and spend the Pre-Committed Investment at any time after the receipt of such Pre-Committed Investment and that there is no guarantee that any further funds will be raised via the Pitch;
       2. waives any right he or she may have to cancel the Pre-Committed Investment in accordance with clause 6.6 or otherwise;
       3. agrees that completion of the Pre-Committed Investment shall not be subject to the conditions set out in clause 6.11 and that Investor may be subject to additional risks of investment which are outside of Spark Private’s control;
       4. agrees that, in the event that the Pitch is cancelled for any reason, the Investee shall be solely responsible for issuing the shares in respect of the Pre-Committed Investment; and
       5. acknowledges that the delay between receipt of the Pre-Committed Investment and the issue of shares in respect of such Pre-Committed Investment may prejudice any tax relief to which the Investor may otherwise be entitled and agrees to take professional tax advice as required.

12. COMPLAINTS AND QUERIES

    1. Should an Investor have any complaints or queries about the services provided by Spark Private or this agreement, they should contact Spark Private on 01 44 33 944 or by writing to Spark Private at 13 Adelaide Road, Dublin, D02 P950.
    2. Communications with, to or from Spark Private 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 the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the 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 Private. Spark Private 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 upon the remainder of this agreement which shall remain in force.

16. NOTICES

    1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this agreement. The email address for the service of notices on Spark Private is info@sparkprivate.com..
    2. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the 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).