Terms and Conditions

Welcome to MONEDA CAPITAL PLC. These Terms and Conditions (hereinafter referred to as "Terms") govern your use of our website located at www.monedacapitalgroup.com (hereinafter referred to as "our website") and the services provided by Moneda Capital PLC (hereinafter referred to as "our services"). By accessing and utilising our website and services, you expressly agree to adhere to these Terms in full. If you do not accept these Terms, please abstain from using our website and services.

Please review the following agreement (the Terms) before utilising the Platform and the Services.

These Terms are subject to occasional amendments, thus we recommend revisiting them every time an investment is made via an offering on our Platform.

Offerings for Investment are not intended for the general public. Investments can only be made by registered members of the Platform, based on the information provided in the Offerings by the respective companies.

Moneda Capital PLC does not dispense advice or recommendations concerning any aspect of investments transacted via the platform, barring information concerning the technical utilisation of the platform. Essentially, Moneda Capital PLC does not provide you with investment, financial, legal, taxation, or any other type of advice in association with any investments you undertake through the Platform. Neither the content on the Platform nor any communications sent to you by Moneda Capital PLC is intended to serve as advice or a recommendation. Should you require or desire advice, we advise you to consult a suitable professional in the field of investment, finance, law, taxation, or any other relevant domain.

We draw your attention to the Risk Warnings specified in the Schedule of these Terms.

PARTIES

(1) The User, being a private individual or a corporate entity utilising the Services and Platform (hereinafter referred to as "You")

(2) Moneda Capital PLC, a private company, limited by shares, registered in England under the Company Number 13764754. The registered office is located at Michelin House, 81 Fulham Road, London SW3 6RD (hereinafter referred to as "Moneda Capital", "We", "Us", or "Our").

1. DEFINITIONS AND INCORPORATION These Terms incorporate the following definitions and interpretive provisions:

1.1. Definitions Agent: As outlined in clause 3.7.

Applicable Laws and Regulations: Any and all laws, rules, and regulations pertinent to either party in relation to these Terms, applicable at any given time.

Constitutional Documents: The articles of association pertaining to the Offering Company, any convertible instrument (if applicable), bond instrument, or any other constitutional documents related to an investment.

Cooling Off Period: As defined in clause 6.11.

Confirmation Email: An email dispatched to You as specified in clause 6.8.

Body Corporate or Partnership: Refers to either i) a corporate entity, constituted by a body of persons, legally authorised in its jurisdiction of incorporation to act as a single entity while being distinct from the individual persons or ii) a formal partnership arrangement existing between two or more persons or other corporate entities conducting business collectively with a view to profit.

EIS: The Enterprise Investment Scheme, defined under the Income Tax Act 2007, subject to amendments or updates over time.

FSMA: The Financial Services and Markets Act 2000 of the UK.

HMRC: Her Majesty's Revenue and Customs.

Insolvency Event: Pertains to You in the event of:

• As a natural person, the issuance of a bankruptcy order against You by any country's lawful process, or You proposing or making any composition with Your creditors or otherwise acknowledging Your insolvency, or You being declared bankrupt or adjudicated insolvent by any country's lawful process;

• As a Body Corporate or Partnership, the presentation or application of a petition for the issuing of an order to, or by, any competent jurisdiction for Your liquidation, winding-up, dissolution, administration or re-organisation (only in circumstances where You are unable to meet Your debts as they become due and/or are insolvent in terms of Your balance sheet) or any distress, execution, sequestration or other process levied upon or affecting any of Your property or assets, or the appointment of an administrator, administrative receiver, receiver and manager, receiver, trustee or similar officer of the company or any part of Your assets, or if any person provides written notice of intent to appoint an administrator or files such a notice with the court, or the commencement of negotiations or a proposed voluntary arrangement by You with Your creditors or any similar procedure or step taken in any jurisdiction.

Investment: Pertains to proposed or actual investments (as the context allows) by You in shares or other equity securities offered by or in the Offering Company.

Offering: Denotes an investment proposal tabled by the Offering Company through the Website.

Offering Company: An entity or fund that presents an investment opportunity to You via the Website.

Website: Refers to the Moneda Capital PLC website, accessible at www.monedacapitalgroup.com

Privacy Policy: Represents the policy regarding privacy and data protection as periodically updated and issued by Moneda Capital PLC.

SEIS: The Seed Enterprise Investment Opportunity as outlined in the Income Tax Act 2007, which may be subject to future amendments or updates.

Services: The services offered by Moneda Capital PLC connected to arranging Investments, and made available through the Website.

Successful: If an Offering meets its identified target, it is deemed Successful. If no target is specified, an Offering is automatically considered Successful upon its expiration.

Working Day: Refers to any day that does not fall on a Saturday, Sunday, or a public or bank holiday in England.

1.2. If there is a conflict between these Terms and a prospectus related to an Offering, the details in the prospectus will hold precedence.

1.3. By accepting these Terms, You also confirm that You acknowledge and consent to: 1.3.2. Any risk warnings and disclaimers present on all Offering pages (updated from time to time); 1.3.3. The Privacy Policy; 1.3.5. That the Investments occasionally made available are not public offers in any jurisdiction, and by agreeing to these Terms, You confirm that the offer was not accessible to the public in any jurisdiction.

1.4. If You represent a Body Corporate or Partnership, "You" in these Terms referring to performing a specific action through the Website or executing any action that a natural person can physically carry out, will be construed as a reference to Your Agent acting on Your behalf. All other instances of "You" refer to You as a corporate body.

1.5. These Terms do not incorporate, and should not be construed in conjunction with or supplementary to, any legal agreement (or Investment Agreement) presented as part of an Offering (which might be with the Offering Company instead of Moneda Capital PLC) specific to an Investment. It is recommended that You seek separate legal advice relating to any legal agreement that forms part of an Investment.

1.6. Within these Terms, "shares" also include references to equity securities or units that comprise part or the whole of an Investment, where the context permits.

2. AMENDMENTS

2.1. Moneda Capital PLC may periodically amend these Terms, aiming to simplify understanding, meet legal or regulatory requirements, stay in line with industry developments, reflect alterations to Moneda Capital PLC's business, offerings, or services, or pertaining to issues not impacting your fundamental contractual rights.

2.2. If Moneda Capital PLC introduces a change that affects any of your core contractual rights, we will provide you with at least 10 Working Days' notice prior to such changes being implemented in relation to you. This notice may be delivered via email, a notification on the Website, or other means permitted within these Terms.

2.3. Should Moneda Capital PLC issue you such notice and you don't raise an objection to the amendment via the means specified in the notice before the amendment becomes effective, you will be assumed to have accepted the amendment. If you object to an amendment, that amendment will not be implemented in relation to you; however, your objection will be construed as your notice of termination in accordance with these Terms.

3. REGISTRATION

3.1. Upon registration on the Website, you represent, warrant, and commit to the following:

3.1.1 You qualify as either:

(a) An individual who is 18 years of age or older;

(b) A legal entity, including but not limited to a limited company, limited partnership, limited liability partnership, or any other recognised legal entity; or

(c) A partnership or unincorporated association, including a fund not organised as a legal entity.

3.1.2 Your acceptance of these Terms, participation in the Investments and/or utilisation of any of the Services neither infringes any laws or regulations applicable to you nor contravenes legalities in your country of residence.

3.1.3 All information provided by you or on your behalf during the sign-up process or any time thereafter was, at the time given, and remains, accurate and truthful in all respects.

3.1.4 You have furnished Moneda Capital PLC with:

(a) Your full legal name;

(b) Your current address;

(c) Your valid and frequently accessed email address; and

(d) Any other information requested by Moneda Capital PLC.

3.2. You commit to keeping the information provided to Moneda Capital PLC (including, but not limited to, that stated in 3.1.4) updated and to promptly inform Moneda Capital PLC of any modifications.

3.3. In relation to the guarantees provided in 3.1, Moneda Capital PLC may, at any time and upon notice, request that you present reasonable evidence substantiating your age, legal status, and country of residence.

3.4. Any email address supplied under 3.1.4 will be verified through a verification email at any given time. Supplying a temporary or otherwise artificial email address may result in the suspension or termination of your account and/or cancellation of any Investments.

3.5. You shall adhere to such identification and other anti-money laundering requirements that Moneda Capital PLC may periodically require.

3.6. You may only register on the Website once. Attempting to create multiple accounts for yourself by using different email addresses or other identifying information is prohibited. If you attempt to do so, your usage of the Website and/or Services may be terminated by Moneda Capital PLC.

4. INVESTOR ELIGIBILITY AND CERTIFICATION

4.1. Only if you have been approved by MONEDA CAPITAL PLC can you utilise the Services for Investments.

4.2. To gain this approval from MONEDA CAPITAL PLC, you must fulfil the criteria outlined at https://www.legislation.gov.uk/uksi/2005/1529/schedule/5/made and thereafter self-declare either as a "high net worth investor" or a "self-certified sophisticated investor".

4.3. You ensure that any declarations or certifications made under 4.2 are truthful, honest, and complete.

4.4. MONEDA CAPITAL PLC may periodically ask you to re-validate your self-certification or provide evidence that supports your self-certification.

4.5. At all times, you guarantee that you possess the experience, expertise, and knowledge to comprehend the risks involved in, and to make your own investment decisions about, Investments in businesses of the type displayed on the Website.

4.6. If you want to modify your certification, you must immediately contact MONEDA CAPITAL PLC to request a different certification.

4.7. MONEDA CAPITAL PLC reserves the right to approve or deny your eligibility to act as an investor at its sole discretion, regardless of the authorisation processes outlined in these Terms.

4.8. MONEDA CAPITAL PLC reserves the right to withdraw any authorisation granted under these Terms if it reasonably determines that you no longer meet the certification requirements stipulated above, or that you lack or have lost the necessary experience, expertise, and knowledge to understand the risks and make informed decisions about Investments.

5. INVESTMENT FEES AND CHARGES

5.1. MONEDA CAPITAL PLC may levy an investment fee (Investment Fee) from the Offering Company, contingent upon the terms of any agreement it holds with the Offering Company. This fee will be subtracted from the gross Subscription Price received by the Offering Company.

5.2. MONEDA CAPITAL PLC reserves the right to impose additional charges related to each individual offering. All such fees and costs associated with an Offering will be disclosed on the Website and relevant Offering promotional material prior to your order placement to subscribe in shares in the pertinent Offering Company.

5.3. You recognise that you may be required to pay additional charges or fees directly to the Offering Companies or to third parties in connection with an Investment, and you acknowledge that these fees or charges are not associated with these Terms. You assure and undertake to MONEDA CAPITAL PLC that you will cover such fees or charges and you indemnify MONEDA CAPITAL PLC against any loss, liability, cost or expense stemming from the same.

6. NOMINEE ARRANGEMENTS

6.1. Upon deciding to make an Investment via the Website, your Investments in the Offering Company (or in other Opportunity operating the business) may be entrusted to a separately appointed nominee company. This nominee company will maintain the legal title to the pertinent shares as your nominee (the Nominee), while you will retain the beneficial interest. The comprehensive terms of this nominee agreement will be outlined in the applicable Investment Agreement.

6.2. In scenarios where a Nominee manages and possesses your shares under a nominee arrangement, you will be deemed the beneficial owner of the Offering Company's shares but not the legal owner. You will acquire an economic interest in the Offering Company analogous to the economic interest you would hold if you directly purchased its shares (subject to any fees outlined in these terms or the Investment Agreement). However, as you will not manage or hold the shares, your legal position will not be equivalent to that of a direct shareholder.

6.3. Any terms and provisions in these Terms that are influenced by such a nominee arrangement, including but not limited to, references to orders, subscription, shares, shareholding, and shareholders, shall be interpreted accordingly to uphold the nominee arrangement's efficacy.

6.4. Any statement within an Offering that suggests that the shares will be held directly or in each individual's name shall supersede the provisions of this section.

7. LIABILITY

7.1. These Terms do not 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.

7.2. Any liability under these Terms shall not be limited to the extent that such liability cannot be excluded or limited by any Applicable Law or Regulation.

7.3. MONEDA CAPITAL PLC's liability, including the liability of its affiliates, group companies, directors, officers, and employees arising from contract, tort, negligence, pre-contract or other representations, or otherwise out of this agreement or its performance, shall be limited in aggregate to the lesser of (a) the total amount you invested in the Offering on the Website up to the date of the event leading to the claim; or (b) £1,000.

7.4. MONEDA CAPITAL PLC's liability to You shall be confined to the amount you invested in the relevant Investments via the Website. MONEDA CAPITAL PLC shall not be responsible for any of the following losses and damages (including costs and expenses relating to or arising from such losses or damages) whether originating from statute, tort, delict (including negligence), contract, or otherwise, regardless of whether MONEDA CAPITAL PLC has been advised of the possibility of such losses and damages:

(a) any consequential, indirect, or special losses;

(b) loss of revenue;

(c) loss of business, profits, opportunities, interest or anticipated savings;

(d) increased working costs;

(e) loss of goodwill and reputation;

(f) any breach of Applicable Laws and Regulations by MONEDA CAPITAL PLC or an Offering Company;

(g) claims by third parties, including but not limited to Offering Companies, shareholders, prospective investors, or investors concerning MONEDA CAPITAL PLC and/or any Offering.

7.5. Despite the preceding provisions, MONEDA CAPITAL PLC will not be liable to You for any loss or damage regarding any matter for which liability is expressly ruled out under these Terms or any other agreement with You, or arising from or in connection with any error or inaccuracy in the data submitted by You.

7.6. Under these Terms, MONEDA CAPITAL PLC shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) 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 foreseen by the parties at the start of these Terms.

8. COMPLAINTS 

8.1. If you have any grievances regarding any aspect of the Website or Services, it should be immediately reported to MONEDA CAPITAL PLC.

8.2. Within no more than 10 Working Days after receiving your complaint, MONEDA CAPITAL PLC will send an initial response to your email. This response will state whether MONEDA CAPITAL PLC will address the issue and whether the complaint, in the view of either party, has been resolved or is under further investigation.

8.3. If the issue is under further scrutiny, MONEDA CAPITAL PLC will provide you with a definitive response no later than eight weeks after receipt of your complaint. Should MONEDA CAPITAL PLC need to pose any questions to you in order to comprehend the details of your complaint, such questions and any corresponding responses from the relevant party will be sent via email to the email address you provided during your registration with MONEDA CAPITAL PLC.

9. FINANCIAL SERVICES COMPENSATION opportunity

Please note that any money You invest in an any of our Investment is not covered by the FSCS. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100

10. TERMINATION

10.1. Subject to 11.2, You can conclude Your agreement with MONEDA CAPITAL PLC by providing a written notice five working days in advance.

10.2. If You have an outstanding or pending investment order in any Offering Company that has not been addressed as per Section 6, You can only terminate this agreement after serving a written email notice to MONEDA CAPITAL PLC and withdrawing Your order from the ongoing Offering, either via the Offering itself or by responding to the confirmation email expressing Your withdrawal.

10.3. Once your investment order has been irrevocably placed with an Offering Company according to this agreement, You will have directly entered a contract with the Offering Company as per the terms agreed upon in the relevant Investment Agreement. From this point onwards, MONEDA CAPITAL PLC will not have any further obligations or involvement regarding the Investment.

10.4. MONEDA CAPITAL PLC can conclude this agreement at any time, effective immediately upon notifying You if:

10.4.1 You violate these Terms;

10.4.2 MONEDA CAPITAL PLC suspects You of engaging in criminal or other improper activities, or creating circumstances where MONEDA CAPITAL PLC or an Offering Company may be in violation of the law;

10.4.3 You use the Website in a manner detrimental to MONEDA CAPITAL PLC, such as causing harm to the Website or to MONEDA CAPITAL PLC's reputation;

10.4.4 You face an Insolvency Event;

10.4.5 MONEDA CAPITAL PLC is compelled to do so due to any legal, regulatory, or governmental authority mandates.

10.5. MONEDA CAPITAL PLC can also conclude this agreement for other reasons, provided that a notice period of at least 10 working days is given.

10.6. If MONEDA CAPITAL PLC concludes this agreement under sections 11.4 or 11.7 while you have an incomplete order not fulfilled by the issue of shares in the relevant Offering Company, MONEDA CAPITAL PLC reserves the right to inform the Offering Company about the termination and take necessary steps to ensure Your order is not completed.

10.7. If MONEDA CAPITAL PLC receives proof of Your demise, they will terminate this agreement without unnecessary delay.

11. COMMUNICATION AND NOTIFICATIONS

11.1. Any notice You wish to send to MONEDA CAPITAL PLC concerning these Terms or Your activities on the Platform should be forwarded to info@MONEDACAPITALPLC.com, unless these Terms specify different means for You to communicate with MONEDA CAPITAL PLC.

11.2. Any notice MONEDA CAPITAL PLC sends to You concerning these Terms or Your activities on the Platform may be provided either through the Platform, by email to the address registered as per Section 3, or by post or courier to a physical address You've given us.

11.3. Notices sent through email as per Section 12 will be considered as received by the recipient at the time of dispatch. Notices provided by post or courier will be deemed received two working days post dispatch.

11.4. If You send a notice to MONEDA CAPITAL PLC via means other than specified in 12.1, and MONEDA CAPITAL PLC indeed receives it, MONEDA CAPITAL PLC may choose (but is not obligated) to consider the notice as received upon MONEDA CAPITAL PLC's actual receipt of it.

11.5. All notices sent under these Terms must be in the English language.

Except as otherwise expressly stated, these Terms do not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

12. GOVERNING LAW AND JURISDICTION

12.1. This agreement and any disputes or claims arising from or connected with it, including its subject matter or formation (encompassing non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

12.2. Parties irrevocably concur that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims resulting from or in connection with this agreement, including its subject matter or formation (covering non-contractual disputes or claims).