1. INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions:

Articles

means the articles of association of the Holding Company;

Account

means the user account on the Intelligence Investments Crowdfunding Platform held with us;

Account Details

means the account name and log-in details (such as password and username);

Account Holder

means the name which the Account is registered under;

Application

means to the application form and any supporting documentation that you complete in order to verify your Investment;

Articles of Association 

means the articles of association of the Holding Company;

Authorised Firm

means a firm authorised and regulated by the Financial Conduct Authority.

Business Day

means any day other than Saturday, Sunday or public holidays in England, when banks in London are open for business.

Calendar Day

means any day of the week from Monday to Sunday;

Client Account

means Mangopays aggregated client account where your money is held, segregated from our own funds;

Company

means Intelligence Investments Ltd (Company Number 10709099) whose registered office is Suite 4102, Charlotte House, Queens Dock Commercial Centre, 67-83 Norfolk Street, Liverpool, United Kingdom, L1 0BG

Confidential Information

means information which is marked as confidential, which has been notified as confidential to the receiving party. or a reasonable person would judge as being confidential by its very nature confidential. This includes any information and Account Details held in connection with an investment or application;

Content

means any information relating to an opportunity Investment listed on our Website;

Disclosing Party

means the discloser of Confidential Information through the Intelligence Investments website;

Governing law, jurisdiction and service of process

means that this Agreement shall be governed by, and construed in accordance with, English law. Each party irrevocably agrees that the Courts of England shall have exclusive Jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom

E  Wallet

means an electronic wallet on the Intelligence Investments Crowdfunding Platform which allows you to see, use and manage your cash in your MangoPay Account;

Fees

means any fees charged for services or transactions by Intelligence Investments;

Financial Conduct Authority

means the financial regulatory body in the United Kingdom, operating independently from the UK Government.

Holding Company

means the company owning the Project

Intellectual Property

All records, documents, papers (including copies and summaries thereof) and other copyright protected works made or acquired by the Intelligence investments Ltd in the course of carrying out its obligations under terms and conditions , together with all the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of Intelligence Investments Ltd

Intelligence Investments Crowdfunding Platform

means Intelligence Crowdfunding platform at www.Intelligenceinvestments.com that is accessible to you when you register as a user;

Investee

means an entity in which an Investment is made.

Investment

means the subscription amount to purchase bonds, loan agreements, Shares or other investments, each of which will be detailed in related offer documents on our intelligence Investments Crowdfunding Platform;

Investor

means anyone who makes an Investment;

Investor Returns

means any capital or income which the investor is entitled to receive in connection with the Investment, net of any fees, costs, expenses and applicable taxes.

Issuer

means the entity or company which registered users apply to invest in or lend to, and which issues the Investments. The Issuer will also be identified in the related offer document;

Mango Pay 

means Mangopay S.A. a public limited company governed by Luxembourg law whose registered office is located at 59 Boulevard Royal, L-2449 Luxembourg and registered in the Luxembourg Trade and Companies Register under the number B173459 and who has been approved as a payment services provider, including to offer payment account services, by the Financial Sector Supervisory Commission (CSSF), 110 route d’Arlon L-1150 Luxembourg, www.cssf.lu, and is authorised to carry out its business in Europe. The designated credit institutions used by Mangopay S.A. to hold client money are currently ING Luxembourg and Barclays Bank PLC.

Minimum Fundraising Amount

means the amount set out in the relevant offer document as the minimum amount that the Issuer is looking to raise through the offer and if this threshold is not met the investment will not proceed;

Pitch

means an investment proposition made by the Investee via the Website.

Privacy and Cookies Policy

Means the privacy and cookies policy found at www.intelligenceinvestments.com/legal/privacy

Prohibited Territory

means the United States of America, Canada and any country designated as blacklisted by Mangopay (or our authorised payment gateway provider) from time to time;

Project

means the asset or property acquired as the subject matter of the Investment;

Receiving Party

means the recipient of Confidential Information through the Website;

Relevant Date

means the date of the Investment

ShareIn

means ShareIn Limited, company number SC408803 registered in Scotland and whose registered address is 5th Floor at 125 Princes Street, Edinburgh EH2 4AD. ShareIn Limited is regulated with the Financial Conduct Authority (number FRN 603332);

Shares

means any Investor’s Share as defined in the relevant Articles of Association

Submission Date

means the date on which your Application is submitted to us;

Target

means the total amount set out in the relevant offer document as the maximum amount that the Issuer is looking to raise to proceed through the offer;

Target Date

means the date by which the fundraising target is met or the date by which any Investments in a Project can no longer be made.

Terms

means these terms and conditions as amended from time to time;

UK resident

means a person who is resident in the United Kingdom, as determined by the rules of the UK Government from time to time. See their website https://www.gov.uk/tax-foreign-income/residence for more details;

Website

means the website at www.intelligenceinvestments.com which is owned and operated by us.

1.2 Interpretation:

(a)  A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b)  Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c)A reference to writing or written includes fax

2. BASIS OF CONTRACT

2.1 The Investor Terms are entered into between the Company and the Investor who wishes to subscribe for Shares, debt securities or units in funds offered by the Investee.

2.2 The Pitch is made by the Investee via the Website.

2.3 The Company is an appointed representative of ShareIn Limited.

2.4 The Investor acknowledges that the Company approves each Pitch as a financial promotion but does not provide any advice or any form of recommendation regarding the suitability or quality of the Investment.

3. TERMS OF INVESTMENT

3.1 The Investor warrants and represents to the Company when making an Investment that they have complied with the following terms:-

The Investor must

(a) provide truthful and accurate information about the Account Holder upon  Account Registration

(b) purchase the Investment through the MangoPay Account using one of our approved payment methods or supported card types (including your E-Wallet)

(c) provide and use their own personal, credit or debit card or make payment by bank transfer;

(d) invest the minimum Investment that is specified.

(e) be aware that the Investments are sold on a first-come-first-served basis and that they may not be able to make an Investment if the Shares are over-subscribed, the Target has been reached, or if you have insufficient funds in your Account or E-Wallet (in which case the Company shall notify the Investor that the Application will be declined).

(f) be aware that they may Invest any amount that they wish that is above the stated minimum and in accordance with the relevant proportions, but may not Invest more than the Target (or the balance of the Target at the Relevant Date).

(g) be aware that any rights attaching to the Shares will be set out in the Articles. These will be notified to the Investor when submitting the Application.

(h) be aware that they make multiple Investments in the same Project at any time (but any applicable transactional fees may be charged more than once).

4. ELIGIBILITY CRITERIA

4.1 In order to submit an Application and make an Investment, the Investor must, at the Relevant Date:

(a) be an individual aged 18 or over;

(b) be ordinarily resident in any country (other than a Prohibited Territory) for the relevant tax year in which the Relevant Date falls;

(c) act in their own name and not on behalf of any third party;

(d) not be the subject to any court order or regulatory restriction that prevents them from acquiring the Shares.

4.2 The Company reserves the right to request additional documentation in order to verify the identity of the Investor at any time.

4.3 Only persons that fall within certain categories of Investor are eligible to acquire non-readily realisable securities.

5. INDIVIDUAL INVESTORS

5.1 For individual Investors, this entails making a declaration that the Investor is a high net worth individual, is a sophisticated Investor and, has received advice from an Authorised Firm.

5.2 The Investor must demonstrate an understanding of the features and risks of investing if they have not received advice from an Authorised Firm. Investors, who satisfy these criteria, will be eligible to Invest.

6. CHANGES TO THESE TERMS

6.1 The Company may from time to time alter these Terms and Conditions.

6.2By continuing to use the Website the Investor agrees to be bound by these Terms and Conditions as updated and amended from time to time (and notified on the Website).

7. WAIVER

7.1 No delay or failure by a party to exercise any remedy or right provided under these terms or by law shall constitute a waiver of that or any other remedy or right, nor shall it prevent or restrict the further exercise of that or any other remedy or right.

8. TAXATION AND FEES

8.1 The Investor may be liable to pay taxes on any dividends or gains that they receive from investments. This is dependent on the Investor’s individual tax position. The Company are not responsible for payment of these taxes and it is entirely the responsibility of the Investor.

8.2 Fees will differ between all the products that Intelligence Investments offer and the Investor should read the offer document carefully for more information.

9. SEVERABILITY

9.1 The Company has made every effort to ensure that these Terms adhere with the relevant provisions of the UK Unfair Contract Terms Act 1977 and other applicable laws. However, if any of the provisions or clauses are found to be unlawful, invalid or otherwise unenforceable, that provision or clause is deemed to be served from these Terms and shall not affect the validity and enforceability of the remaining Terms.

10. INDEMNITY AND RELEASE

10.1 The Investor agrees to indemnify and hold the Company (including its offices, directors, agents and employees) harmless from any claim or demand (including associated legal fees, fines, costs and losses) arising out of the breach of these Terms.

10.2 If the Investor has any dispute with any other Investor or Account Holder in connection with any Investment or Project, the Investor agrees to release the Company (including its officers, directors, agents and employees) from any claims, demands and damages arising under or in connection with any such dispute.

11. PERSONAL DATA AND USAGE

11.1 All personal data provided to the Company will be processed by the Company and ShareIn in accordance with our Privacy Policy and in accordance with the Data Protection Act 1998.

11.2 By registering for an Account the Investor expressly consents to the processing of personal data by the Company and ShareIn, or those specifically listed third parties, in accordance with its Privacy Policy. This will include KYC (Know your Customer) and AML (Anti-Money-Laundering) checks.

11.3 The Investor may withdraw consent to this processing of personal data at any time in accordance with the Privacy Policy. However, where personal data is required by the Company or ShareIn to verify who the Investor is, the Investor may be unable to use the Website to make an Investment when consent is withdrawn.

12. CONFIDENTIALITY

12.1 The Company will handle all personal data provided by the Investor in accordance with its Privacy and Cookies Policy, which is available at the website.

12.2 In accepting these Terms the Investor acknowledges they agree to the Privacy and Cookies Policy.

12.3 The Company will provide information to the Investor through the Platform. This includes, without limitation, any business plan, investment memorandum, financial forecasts, accounts and other information about the Investment, its officers and/or shareholders.

12.4 The Investor agrees to keep such information confidential and not to pass it on or otherwise make it available to any third party who is not a professional advisor of the Investor who is also bound by obligations of confidentiality.

12.5 The restriction shall not however restrict the Investor from passing such information to other Investors or to any applicable court or legal officers in connection with any legal proceedings.

13. CONFLICT OF INTEREST

13.1 We receive a payment of our fees from Issuers of the offers on our platform. There may be offers where the directors of Intelligence Investments Ltd have an interest.

13.2 Intelligence Investments Ltd ensures that any potential conflict of interest are considered carefully to protect investors and put measures in place to prevent customers' interests from potentially being harmed as a result of a conflict

13.3 Any conflicts of interest that are specific to a particular investment shall be clearly disclosed in the relevant offer document on the website explaining the nature of the potential conflict.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales.

14.2 The Investor and Company irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter (including non-contractual disputes or claims.