Companies seeking VC investment are often categorized as being “high risk, high return”. VC funds generally seek to invest in early-stage or start-up companies with a potential for significant growth. Funds typically invest their money at a stage where the company’s valuation is relatively low with growth potential to allow their investment to increase, culminating in what investors hope to be a large gain on an exit.

VC is most prevalent in the technology and life sciences sectors (within which a significant proportion of the investment is directed towards fintech, cleantech, AI, deep tech, life sciences and Medtech).

Venture capital (VC) and private equity (PE)

VC is a form of equity investment primarily aimed at early stage, unquoted companies with high potential for growth. It is often described as a subset of PE, but there are a few key differences:

• Age/maturity of company. While PE funds look to invest in relatively mature companies with an established trading history, VC funds generally invest in younger, earlier stage companies often with little trading history and few tangible assets.

• Profit. A PE backed company must show sufficient cashflow to support high levels of leverage. Companies seeking VC investment are often loss-making and may have limited (or no) revenues and require funds to help them become profitable.

• Types of company. PE funds are generally market sector neutral, provided there are sufficient profit levels and a clear business plan for the future. In contrast, VC funds often target the technology or life science sectors, backing companies with potential for rapid growth.

• Debt. A key feature of PE transactions is often leverage. In PE transactions, an equity investment is generally accompanied by a high ratio of debt. However, VC transactions are structured predominantly through equity investment alone.

• Control. In contrast to typical PE buyout scenarios where obtaining control of the company is critical, only a minority stake is typically sought in VC investment. This stake is supplemented by a limited set of control rights over certain actions the company may take.

There is increasing commentary that the PE and VC sectors are becoming more closely aligned as the number of large funding rounds for later stage technology companies in the UK increases. These “growth capital” rounds often involve participation from what might be considered traditional PE funds.

Sources of funding

As well as funding from specifically created VC funds, there are a number of alternative ways that early stage companies can obtain funding, including:

• University seed funds. These are funds created by universities, predominantly through monetary input from the UK government, which are accessible to researchers within the university.

• Business angels. These are typically high net-worth individuals who choose to invest directly in start-up companies and can provide not only financing, but also vital knowledge and experience.

• Corporate venturing. This is a mutually beneficial relationship between a large, established enterprise and a smaller company usually operating in a related sector. Corporate venturing can often also come in the form of accelerators or incubators where early stage companies are nurtured by a larger enterprise before raising money from external third party sources.

• Crowdfunding. Companies can now raise capital from a number of different platforms that allow large numbers of small investors to invest through a nominee company.

• Grants. There are a number of sources of grant funding, for which early stage companies can apply, including the government funded Innovate UK.

• Debt. As start-ups have a short trading history, little or no income to service debt, and limited assets over which the lender can take security, they can rarely raise debt. As a company grows, it may become possible for it to raise debt, in particular from specialist providers of venture debt. This may be debt with, for example, a right of conversion into preference shares and/or an equity kicker in the form of warrants to subscribe for shares.

To help you understand the risks assumed when investing in startups, please take a few minutes to read the following tutorial.

General Risk warning

To help you understand the risks involved when investing in shares, mini-bonds and funds on Quickers, please read the following risk summary. Please invest aware and diversify your investments.

Loss of the Investment

Most startups do not make it to three years of life and, therefore, investing in this type of business involves a significant risk for your money. In the event of the bankruptcy of a project, you’ll be liable as an equity owner and, therefore, you will very likely lose all or a large part of your investment. Quickers Venture filters projects to try to increase the likelihood of success; however, this does not guarantee your investment.

If the business you invest in fails, neither the company nor Quickers Venture will return your investment. You should only invest a sum you are willing to lose, and you should build a diversified portfolio in order to distribute the risk. This will also increase the likelihood of success.

Lack of liquidity

Liquidity is the ease with which any securities/shares in a company may be sold after their acquisition. The securities in SMEs or newly-created companies acquired through Quickers Venture are not easily transferrable and it is hardly likely they are listed in any secondary securities market such as the MAB (Alternative Securities Market) or the Spanish Stock Market.

Without the existence of a public market to find a buyer for your securities, it may be more difficult to sell them for a cash return. Investments made through Quickers Venture must be considered medium-term non-liquid investments and should always be done with capital you won’t need within a short period of time.

If for any reason you may need liquidity, the Quickers Venture standard will help you put any securities/shares up for sale following this order: investors, promoter and, finally, new investors.

Dividends out of profits

Dividends are payments made by a company to its equity owners deriving from any profits it earns. Most companies published on Quickers Venture are startups or companies in initial business phases. This means it is not very likely you will get a return on your investment in the first few years.

Profits are usually reinvested in the business to foster growth and create value for equity owners. Companies ONLY have an obligation to pay out dividends to equity owners when profits are reported.

Dilution

Any investment made in companies through Quickers Venture may be subject to dilution in the future. Dilution of an investment occurs when a company issues new securities or shares through a capital increase, n which some existing owners decide not to participate. As a result, the percentage of capital in the company held by those owners decreases in proportion to the number of new securities/shares issued.

The dilution of an investment can involve certain consequences including the loss of or a decrease in voting rights, dividends or investment value. Whenever dilution occurs, it is because you as an INVESTOR decided not to participate in the new capital increase.

Any investment in shares made through Quickers may be subject to dilution in the future. Dilution occurs when a company issues more shares. Dilution affects every existing shareholder who does not buy any of the new shares being issued. As a result, an existing shareholder's proportionate shareholding of the company is reduced, or ‘diluted’-this has an effect on a number of things, including voting, dividends and value

Some businesses who pitch for equity investment through Quickers offer A-Ordinary Shares, which may include pre-emption rights that protect an investor from dilution. In this situation, the business must give shareholders with A-Ordinary Shares the opportunity to buy additional shares during a subsequent fundraising round so that they can maintain or preserve their shareholding. Please check a pitch, and the Articles of the company to see if the shares you are buying will have these pre-emption rights. Most companies do not offer pre-emption rights for B Investment Shares.

The need for diversification when you invest

Diversification involves spreading your money across different types of investments, geographies and/or industries with different risks to reduce your overall risk. However, it will not lessen all types of risk. Diversification is an essential part of investing. Investors should only invest a proportion of their available investment funds via Quickers and should balance this with safer, more liquid investments.

Risks when investing in equity or funds

Investing in shares (also known as equity) on Quickers does not involve a regular return on your investment, unlike mini-bonds which offer interest paid regularly.

Investing in a fund may help to diversify your investments and to spread the risk but general risks while investing in equity continue to apply. Further specific risks are set out on the applicable fund pitch page.

Please bear in mind the following particular risks for equity and fund investments:

Loss of investment or tax relief

The majority of start-up businesses fail or do not scale as planned and therefore investing in these businesses may involve significant risk. It is likely that you may lose all, or part, of your investment. You should only invest an amount that you are willing to lose and should build a diversified portfolio to spread risk and increase the chance of an overall return on your investment capital. If a business you invest in fails, neither the company – nor Quickers – will pay you back your investment.

Tax relief may also be lost due to your personal circumstances or due to the activities of a company.

Lack of liquidity

Liquidity is the ease with which you can sell your shares after you have purchased them. Buying shares in businesses pitching through Quickers cannot be sold easily and they are unlikely to be listed on a secondary trading market, such as AIM, Plus or the Madrid Stock Exchange. Even successful companies rarely list shares on such an exchange. In addition, if you purchase B Investment Shares, these are non-voting shares and may not be attractive to potential buyers.

Rarity of dividends

Dividends are payments made by a business to its shareholders from the company’s profits. Most of the companies pitching for equity on the Quickers website are start-ups or early-stage companies, and these companies will rarely pay dividends to their investors. This means that you are unlikely to see a return on your investment until you are able to sell your shares. Profits are typically re-invested into the business to fuel growth and build shareholder value. Businesses have no obligation to pay shareholder dividends.

Risks when investing in convertibles

A convertible is an investment for equity in a company where shares will be issued at a future date. Usually, the shares will be issued when the company completes a larger round of investment. A convertible allows a company to raise equity finance without setting a valuation - the valuation will be set by the subsequent investment round or at an agreed valuation on a longstop date.

It is important to remember that investing in a convertible is the same level of risk as investing directly for equity in a start-up company and your capital remains at risk.

It is also important to remember that the terms of convertibles can vary from deal to deal and it is important that you read the summary of terms and the convertible document provided to you by Quickers.

Risks when investing in mini-bonds

Mini-bonds are a very different kind of investment to equity and you do not own a stake in the business issuing the mini-bond. Instead, you receive regular interest payments from the issuing company (the “Issuer”) and then return your initial investment back at the end of the mini-bonds term (the maturity). Before investing, you must read and agree to the Bond Instrument for each mini-bond as these contain the exact terms and conditions, including the interest payments and final repayment time between investors and the company raising the money. It is important to understand that Issuers are solely responsible for their financial status and consequently their ability to pay interest and return investors’ capital when the mini-bonds mature. Quickers does not issue the mini-bonds listed on the Quickers platform and is not responsible for their performance. Mini-bonds represent a high degree of risk and you should be aware of some of the specific risks involved in investing in them.

Loss of investment and interest payments

Issuers, like all businesses, are vulnerable to financial difficultly and investing in mini-bonds may involve significant risk of default. In the event of an Issuer being unable or unwilling to meet payments of interest and capital, it is likely that you may lose all, or part, of your initial investment and receive no outstanding or future interest payments.

If a business you invest in fails, neither the company you invest in – nor Quickers – will pay you back your investment. You should only invest an amount that you are willing to lose and should build a diversified portfolio to spread risk.

Mini-bonds are not insured by a third party nor are they protected by any governmental authority such as the Financial Services Compensation Scheme. This means that if the Issuer becomes insolvent, investors could lose some or all of their money.

Lack of liquidity

Liquidity is the ease with which you can sell your investments to a third party after you have purchased them. Mini-bonds purchased from Issuers pitching through Quickers may be transferrable if specified in the Bond Instrument, however, they will not be listed on any formal investment exchange or secondary trading market such as the LSE ORB and so it may be difficult or impossible to find a buyer to purchase them. Please refer to the individual mini-bond documentation for full details of transferability. Investments in mini-bonds through Quickers should be viewed as a long term and illiquid investment.

Restricted redemption rights

Issuers of the mini-bonds set the terms for redeeming your capital. Investors should be aware that they will not be able to redeem their initial investment under any circumstances other than those set out in the terms and conditions of the documentation of an individual mini-bond, meaning their capital will be locked up for the entire term of the mini-bond, typically 3-5 years and should, therefore, be viewed as a long term and illiquid investment.

Unsecured investment

Unless otherwise set out in the Bond Instrument, mini-bonds are typically an unsecured obligation of the Issuer, meaning there is no security over the property or assets of the Issuer supporting the repayment of your interest or capital. This means that if an Issuer fails, it is unlikely that an investor will have their initial investment or outstanding interest payments returned to them because there is no security over any remaining assets.

Early call risk

The Issuer has the right to repay you your money at any time prior to the formal repayment date. Your investment may be materially curtailed because of this.

Lower in the pecking order on winding up

If an Issuer falls into financial difficulty and goes out of business, other creditors and debt holders with seniority – including fixed charge holders, administrators, employees who are owed wages, banks, and secured debtors - will be compensated first. This means it is unlikely mini-bond investors, whose unsecured investment sits below all of the previously mentioned in the pecking order, will have their initial investment or outstanding interest payments returned to them after higher ranked creditors are compensated.

Interest rate and inflation risks

Mini-bonds pay interest at a fixed rate rather than by reference to an underlying index. Accordingly, you should note that a rise in interest rates may adversely affect the relative returns that mini-bonds offer. Further, inflation may reduce the real value of the returns over time.

Mutual Respect

A startup is already working against the odds. Having employees, founders, or investors working against each other is a sure way to torpedo success. Having a team that listens to each other and takes advice, feedback, and criticism to heart help move a project forward quickly and easily. Gaining consensus on large-scale pivots requires team members to understand and trust each other. This will come naturally when team members have mutual respect, not just for the founders, but for each other.

Diverse Experience

A great founder or investor knows what she doesn't know and hires people smarter than herself to fill the gaps. Having experience in scaling a business requires a background in fast-growth business. Having technical experience to build, fix and pivot requires a skilled technologist. Understanding the pace and unique iterative style of a startup requires someone with past successes and failures in the startup world. Before beginning to fundraise, we try to make sure we built a team of founders, investors, and employees that brings their own unique skills. We all look for developers who have business experience, look for growth hackers who might have investor relationships. Everyone brings a unique amalgamation of experience. Investors will see that as a huge benefit and it will be easy for them to help the team in return.

Customer Knowledge

It's inevitable that our early startups will make assumptions about what their customers want and will pay for. Having an intimate understanding of customers and the market will give us a huge advantage. The goal is to avoid wasting time testing ideas and creating products that don't have a good market fit. We make smarter informed assumptions and understand how to test those assumptions if we have team members who are a part of the communities that are building the product to serve and have the problems our product is hoping to solve.

Adaptability

Every product/service changes. If we don't take huge pivots early in the startup process, we'll definitely have to change as we scale. Having a team that is invested in the problem and solution that your product is trying to fix, rather than the product and features will help them iterate quickly. Adaptability is key to bringing the right product to market.

Compatible Vibe

It goes without saying that teams that like each other, including coaches, employees, investors, and hands-on third parties support who enjoy being in the same room together for hours at a time are going to make the whole team (especially investors) more comfortable. The constant tension between team members is bad for a young company. Having a team that feels comfortable opening up about issues, asks for help when they need it, and can band together when things get difficult (because they will) shows to the founders and investors that the company/project will be more likely to ride out the painfully bumpy road of bringing a startup product to life.

We like to add that you must agree on the team criteria and its content if you are an Investor, a Venture or an Employee working with/for Quickers :)

We are the Engineers of 360° Business Design. A venture is a journey full of opportunities, life, and enthusiasm. We are amazed about the opportunity to provide guidance, expertise, and asset funds from experienced investors to startup new businesses fitting new markets.

To ensure a great relationship, any investor, partner, person, company, startup, or venture registered on this website accepts the following QUICKERS TERMS OF USE under his/her responsibility

Regarding your relationship with Quickers Venture S.L., you accept:

A) If you are an investor, then a Quickers Investor Profile meet 4 pillars

A QUICKERS INVESTOR REQUIRES

1. Devotion – Members are devoted to the cause of turning entrepreneurial acorns into corporate oaks, fostering innovation and economic development in our region and country. The investor leads with example, meets everyone at meetings and does follows a positive behavior to create a positive atmosphere to ensure continuity of businesses.

2. Discipline – Members exercise a disciplined approach to investing following a rigorous screening process and combining their resources to conduct due-diligence on prospective deals

3. Mentorship – Members are passionate about building businesses. They seek to get involved, situation permitting, by helping selected companies grow and develop. Members may become actively involved in companies if they are inclined to do so

4. Charity & Sharing – Members seek to become actively involved in their communities, contributing to important social causes in addition to the cause of economic development. If you're going to call yourself an “angel”, you should commit to a cause

A QUICKERS INVESTOR IS

• A successful individual with strong interest and capability in making private equity investments

• A trusted, honest and respected member of our business community

• A contributor of time, wisdom and expertise to our funded companies and soon-to-be-

  funded companies

• A person who enjoys building relationships with other members and companies we fund

• A person who believes in building our entrepreneur community within Europe, with focus

  on growing worldwide and giving back to communities through social activities

And you auto certificate that you meet these requirements making Quckers Venture S.L. not liable

B) Quickers Entrepreneur Profile

REQUIREMENTS

Any Quickers Entrepreneur during its evaluation is requested to show:

• Devotion – Devoted to the cause of turning entrepreneurial acorns into corporate oaks, fostering innovation and economic development

• Discipline – Exercise a disciplined approach and combine their resources to execute plans and communicate to Stakeholders, Shareholders, Partners and Interested Parties the project milestones on time, on quality on a budget

• Mentee – Passionate about building businesses and relationships. Humble enough to listen, understand points of view and take decisions in partnership with the environment

• Charity – Our Entrepreneur team seek to become actively involved in their communities, contributing to important social causes in addition to the cause of economic development

Introduction

1.1 By checking the corresponding checkbox on our website (the “Site”) when creating an account or updating your current account,  you are accepting these  Terms  of  Services  and  thus  agreeing  that you will abide by these Terms of Service and any other terms displayed on our Site that may have been incorporated in the contract executed with Quickers Venture S.L.(collectively the “Agreement”). This Agreement is between Quickers Venture S.L.(“we” or “Quickers”) and you,  and  it  governs  your  access  to  and  use  of  the  services,  Site,  and applications offered by Quickers (the “Services”). Quickers provides investment brokerage and lets individuals invest in private equity Startups or Project that eventually, might become startups, and the service is provided via its Site and its contracts.

1.2 Capitalized terms used herein are defined in Section 12 (Definitions) of this Agreement.

General Securities Laws Principles

2.1 The  laws  applicable  to  alternative  investments  are  complicated  and  occasionally ambiguous. There are no guarantees of succeed or gains. In  general,  they  are  designed  to  protect  unsophisticated  people  from making  poor  investment  decisions.  You  qualify  to  invest  with  Quickers  if  you  meet certain   criteria   including   a   minimum   net   worth   and   sufficient   prior   investment experience.

2.2 Due  to  the  nature  of  the feeder  Startups  we  offer,  Quickers  investments  are  available exclusively for investors that qualify.

2.3 You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.

User Obligations

3.1 To  Act  Responsibly.  You  are  undertaking  to  act  responsibly  –  which  means  that,  by entering into the Agreement with us, you are undertaking:

3.2Requirements to Use the Services.

a)That you have the right, authority, and capacity to enter into this Agreement on your  own  behalf  and  on  behalf  of  any  entity  for  whom  you  are  acting  and  to abide by all of the terms and conditions contained herein, and that if any aspect of your use of Quickers’s Services violates provisions of the law to which you are subject, you will cease using the Services and close your account;

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3.3 Requirements related to Investments.

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3.7 Other User Obligations.

3.8 You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons,  patches,  enhancements,  or  fixes  for  the  Services  (collectively,  “Updates”). Quickers, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

3.9 APIs  available  through  the  Service.  We  may  make  available  one  or  more  APIs  for interacting with the Services. Your use of any Quickers API on the Site is subject to this Agreement and certain Quickers API rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).

3.10 When requesting a service from Quickers, you acknowledge and agree to the obligation to pay Quickers on time. Failure to respect the payment terms will result in penalties as outlined below:

Smart Penalty Structure

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Privacy and Protection of Personal Information

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Quickers Services and License

5.1 License to Use the Service. All rights, title, and interest in and to the Services is and will  remain  the  exclusive  property  of  Quickers  and  its  licensors.  The  Services  are protected by copyright, trademark, and other laws of both the European Union as well as  those  of  other  countries.  Except  as  expressly  provided  herein,  nothing  in  this Agreement  gives  you  a  right  to  use  the  Quickers  name  or  any  of  the  Quickers trademarks, logos, domain names or other distinctive brand features.

5.2 Execution  of  the  “Investor  Questionnaire”.  In  accordance  with  applicable  regulatory requirements,  Quickers  requires  all  new  investors  to  undergo  an  appropriateness assessment  either  by  way  of  completing  an  investor  questionnaire  on  the  Site  or participating in an appropriateness assessment process via a distribution partner, as applicable,  both  of  which  are  designed  to  separate  investors  qualified  to  invest  in Quickers Startups from those that are not. Quickers and any distribution partner in this process  rely  on  representations  made  by  investors  or  distribution  partners,  as applicable.

Reservation of the Company’s Rights

6.1 Right to Control Content. Any Content on the Quickers Site is controlled exclusively by Quickers and may be deleted at any time without notice to you.

6.2 Right to Terminate User Access. Quickers reserves the right to terminate your access to  the  Services  without  notice  and,  if  you  violate  this  Agreement,  to  pursue  other remedies at law or in equity, provided that Quickers shall in such a case continuously provide to a user who has invested in an investment startup offered on the Quickers Site all investor information that is required under applicable law via a durable medium.

6.3 Right to Refuse or Cancel Registration. Quickers has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, Quickers reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames.

6.4 We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Quickers, its users and the public.

Scope of Quickers’s Obligations

7.1 Introductions. We are not obligated to introduce you to anyone connected to Quickers Startups or target Startups including startup managers, startup analysts, or other investors.

7.2 No Recommendations. We do not recommend any Startups or other investment opportunities  for  investment,  state  that  any  investment  opportunities  are  suitable  for investment nor guarantee the accuracy of information provided by target Startups or their managers on the Site or otherwise. In particular, we do not act as an investment adviser to any investor(s) and no part of the Site is intended to constitute investment advice.

7.3 Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships.  Advertisers  and  sponsors  are  responsible  for  ensuring  that  material submitted  for  inclusion  is  accurate  and  complies  with  applicable  laws.  We  are  not responsible  for  the  illegality  or  any  error,  inaccuracy  or  problem  in  an  advertiser’s  or sponsor’s Content.

Term and Termination

8.1 Unless terminated by Quickers, this Agreement will remain in full force and effect while you use any of the Services.

8.2 You may terminate this Agreement at any time by requesting Quickers to delete your account   by   contacting hello@Quickers.com .   Quickers   may   terminate   this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by Quickers or any other user of the Services that you acquired via use of the Services.

Disclaimers, Limitations, Waivers of Liability

9.1 Quickers  is  not  responsible  for  any  technical  malfunction  or  other  problems  of  any telephone  network  or  service,  computer  systems,  servers  or  providers,  computer  or mobile  phone  equipment,  software,  failure  of  email  or  media  players  on  account  of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will Quickers be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting  from  anyone’s  use  of  the  Services,  any  Content  or  third  party  applications, software or Content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.

9.2 We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon  or  any  Content  you  receive  as  a  result  of  your  relationship  with  Quickers. Quickers will not be responsible or liable for any harm to your computer system, loss of  data  or  other  harm  that  results  from  your  access  to  or  use  of  the  Services  or  any Content. You also agree that Quickers has no responsibility or liability for the deletion of,  or  the  failure  to  store  or  to  transmit,  any  Content  and  other  communications maintained  by  the  Services.  We  make  no  warranty  that  the  Services  will  meet  your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Quickers or through the Services, will create any warranty not expressly made herein.

9.3 Quickers expressly declares that any third-party webpages linked on its website were free of illegal content at the time the links were created. Quickers has no influence on the current and future design and content of such linked pages. For this reason, Quickers hereby expressly distances itself from all content of any linked pages that were changed after the link was created. The content of such linked pages is the sole responsibility of the respective website operator.

Miscellaneous

10.1 Quickers  operates  and  controls  the  Services  from  its  offices  in Spain.  The information provided on or through the Services is not intended for distribution to or use by  any  person  or  entity  in  any  jurisdiction  or  country  where  such  distribution  or  use would  be  contrary  to  law  or  regulation  or  which  would  subject  Quickers  to  any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative.

10.2 Certain information provided by Entrepreneurs or Investors may be subject to European or U.S. export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the European Union or United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List. By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The  parties  specifically  disclaim  application  of  the  United  Nations  Convention  on Contracts for the International Sale of Goods.

10.3 Venue and Governing Law. This Agreement and all aspects of the Services shall be governed  by  and  construed  in  accordance  with  the  laws  of  the  Kingdom of Spain regardless of your location.

10.4 Section  Headings,  Verification  Documentation,  Waiver  of  Execution  Defenses.  The section headings used herein are for convenience only and shall not be given any legal import. Upon Quickers’s request, you will furnish Quickers with any documentation, substantiation  or  releases  necessary  to  verify  your  compliance  with  this  Agreement. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

10.5 The failure of Quickers to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as  a  waiver  or  relinquishment  of  Quickers’s  right  to  assert  or  rely  upon  any  such provision or right in that or any other instance. In fact, Quickers may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment  shall  not  be  grounds  for  failing  to  comply  with  all  of  this  Agreement  as  so interpreted.

10.6 Prohibition of Assignment. You may not assign this Agreement without Quickers’s prior written consent.

10.7 Entire  Agreement.  This  Agreement  contains  the  entire  understanding  of  you  and Quickers, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by Quickers. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

10.8 No Third Party Beneficiaries. This Agreement is between you and Quickers. No user has any rights to force Quickers to enforce any rights it may have against any you or any other user.

Accredited Investor

Equity Crowdfunding services are regulated by the Law 5/2015 on the Promotion of Business Financing in Spain. Therein, it establishes the two types of investors. Non-accredited investors (with limits on investments) and accredited Investors (without limitations). 

In order to be able to invest more than €3,000 in a given project or more than €10,000 in total in the last 12 months, you should: 

• Meet with the requirements to be an accredited investor

If you are a natural person you must meet one of the following two conditions 

1. During the last 12 months, you have received an annual income of more than €50,000 or you have financial assets worth more than €100,000 and you request to be considered as an accredited investor in advance and expressly waive your treatment as a non-accredited client. 
2. You authorize the advisory service provision on the financing investment of the platform by an authorized investment firm. 

If you are an entrepreneur you must meet two of these conditions 

1. The total worth of the assets is equal to or superior than €1M. 
2. The amount of your annual turnover is equal to or superior than €2M. 
3. You own resources are equal to or superior than €300,00. 

If you are a company and you request to be considered as an accredited investor you must also pass our financial test and expressly waive your treatment as a non-accredited client. 

If you meet these requirements you can apply to be registered as an accredited investor through your private area (as long as you have already been accepted as a non-accredited investor). Once all the information required is uploaded we will proceed to approve your accredited investor application as soon as possible.  

Ambassador Program

11.1 Quickers has instituted an ambassador program (the “Program”) which compensates participants (each, an “Ambassador”) with virtual stock options of specific projects or startups (the “Options”) for introducing the Site to certain qualified persons who may subsequently choose  to  invest  in  Quickers’s  Startups.  The  Program  is  subject  to  the  terms  and conditions  of  an  ambassador  agreement  available  to  Ambassadors  on  the  Site  and summarized as follows:

11.2 An Ambassador is required to act in good faith and only introduce Quickers to persons within the Ambassador’s personal network to whom the Ambassador has fully disclosed that  the  Ambassador  may  receive  a  financial  benefit  via  the  Program  (each  such person, an “Introduction”).1

11.3 Quickers reserves the right to perform any checks it deems necessary to confirm an Ambassador’s  compliance  with  the  terms  and  conditions  of  the  Program  before  any Options are credited to such Ambassador.

11.4 If  more  than  one  Ambassador  introduces  an  Introduction,  Quickers  will  contact  the Introduction to ascertain which Ambassador, if any, should receive any Options. Any Options  will  be  credited  to  such  Ambassador  who  first  introduced  Quickers  to  the Introduction, as determined by Quickers in its sole discretion.

11.5 Quickers  reserves  the  right  to  withhold  crediting  Options  and/or  to  terminate  the Ambassador  Agreement  with  no  prior  notice  at  its  own  discretion,  including  if  an Ambassador:

• a)introduces Introductions without disclosing the potential financial benefit he/she may receive;
• b)causes a unique Quickers Ambassador link to be made publicly available;
• c)sends a Quickers Ambassador link to more than 50 recipients; or
• d)is inactive on the Site for more than 12 months.

11.6 Quickers  reserves  the  right  to  change,  end,  or  pause,  in  whole  or  in  part,  an Ambassador’s  or  Introduction’s  ability  to  participate  in  the  Program  or  receive compensation  at  any  time  for  any  reason,  including  suspected  fraud,  abuse,  or  any violation  of  the  Program,  this  Agreement  or  any  other  agreement  between  an Ambassador and Quickers.

11.7 Quickers  reserves  the  right  to  make  any  changes  or  additions  to  the  terms  and conditions of the Program, the awards or other processes described in the documents for  the  Program,  providing  this  does  not  discriminate  against  an  Ambassador  in  bad faith.

11.8 The Program is exclusive and Quickers has the right to admit or disqualify any person from acting as an Ambassador within its sole discretion.

11.9 To  ensure  effective  operation  of  the  Program,  Quickers  collects  and  stores  data relating to introductions made by Ambassadors. All such data is subject to the terms of Quickers’s Privacy Policy.

Definitions

12.1 “Content”   means   any   information,   text,   graphics   or   other   materials   uploaded, downloaded  or  otherwise  appearing  on  the  Services.  You  retain  ownership  of  all Content you submit, post, display or otherwise make available on the Services.

12.2 “Sensitive  Information”  means  all  information  acquired  by,  through,  or  in  connection with your use of the Services or the Site that was provided by another person and which is  identified  as  “Sensitive”  or  “Confidential”  in  any  manner  reasonably  designed  to identify the character of such information.

12.3 The Services are operated and provided by Quickers Venture S.L., C/ Belgica 36, Gran Alacant, Spain. If you have questions about this Agreement, please contact us at Hello@Quickers.com .

12.4 In Europe, the platform services are operated by Quickers Venture S.L.(C/ Belgica 36, Gran Alacant, Spain), which provides investment brokerage services in certain European countries.

12.5 Quickers  does  not  make  investment  recommendations  and  no  communication, through this website or in any other medium should be construed as a recommendation for  any  security  offered  on  or  off  this  investment  platform.  Alternative  investments  in private placements, and private equity investments via Startups in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose  their  entire  investment  should  not  invest, including debt or equity.  Prospective  investors  should  carefully consider the risk warnings and disclosures for the respective startup, project or investment vehicle set out therein. The value of an investment may go down as well as up and investors may not get back their money originally invested. Past performance is not necessarily a guide to future performance. An investment in a startup or investment vehicle is not the same  as  a  deposit  with  a  banking  institution.  Please  refer  to  the  respective  startup documentation  for  details  about  potential  risks,  charges  and  expenses.  Additionally, investors will typically receive illiquid and/or restricted membership interests that may be  subject  to  holding  period  requirements  and/or  liquidity  concerns.  In  the  most sensible investment strategy for private equity investing, private equity should only be part of your overall investment portfolio. Further, the alternative investments portion of your  portfolio  may  include  a  balanced  portfolio  of  different  alternative  investments Startups.  Investments  in  alternative  assets  are  highly  illiquid  and  those  investors  who cannot hold an investment for the long term (at least 10 years) should not invest.

Last updated: January, 2022‍

Investor Terms – Last updated Sept 2022

These Investor Terms are entered into between Quickers and any Investor, as defined below:

Quickers:

Quickers Venture SL, C/ Belgica 36, Santa Pola, Alicante, Spain, European Union, with company number ESB42674317, which is under evaluation to be authorized and regulated by the Comisión Nacional del Mercado de Valores (the “CMNV”).

Investor: any person who wishes to subscribe for or purchase shares or other securities offered by an Offering Company or Offering Sellers 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 Quickers (occasionally Company).

Offering Sellers: individuals who are existing shareholders (either directly or beneficially) in a company and who have instructed Quickers to sell their shares in that company to an Investor.

Quickers provides services relating to the arranging of the investment by the Investor in shares or other securities in or offered by the Offering Company or the Offering Sellers (the "Investment").

These terms apply to all Investments made on Quickers 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 3 apply to these Investor Terms.

1. INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENT OPPORTUNITY

1.1. By agreeing to these Investor Terms, the Investor acknowledges that they have also read, understood and agreed to:

1.1.1. the Quickers Privacy Policy;

1.1.2. the registration form;

1.1.3. the Website terms of use;

1.1.4. the risk warnings and disclaimers on all pitch pages both before and after registration and login on Quickers;

1.1.5. the Investor Nominee Terms set out in Schedule 1 of these Investor Terms; and

1.1.6. any legal agreement presented on a Pitch (which may be with the Company or Offering Sellers rather than Quickers), specific to a particular Investment that an Investor applies to invest in, including without limitation, an advance subscription agreement or other convertible instrument on a convertible pitch page; the applicable bond instrument on a mini-bond pitch page; or any applicable prospectus or information sheet/note that may be presented to Investors.

1.2. In the event of a conflict between these Investor Terms and any prospectus on a Pitch, the prospectus shall take priority.

1.3. In order to use the Quickers platform, the Investor acknowledges that they must successfully complete Quickers's on-boarding process, including the Investor Assessment Questionnaire where applicable, and the Investor agrees that Quickers will rely on responses and confirmations given as part of the on-boarding process, which form part of the terms on which Quickers provides services to the Investor.

1.4. Investments are not offered to or open to the public in any jurisdiction and investors' agreement to these terms and conditions signifies they agree that the offer was not open to the public in any jurisdiction and that they are only able to invest in an investment product after becoming a member of Quickers. Registration and agreement to these Investor Terms allows membership, which Quickers may terminate alongside and in accordance with this agreement.

2. NOMINEE

2.1. Notwithstanding anything to the contrary in these Investor Terms, unless indicated differently on a Pitch, the legal title of the shares in the Company will be held by Quickers Venture S.L. or by Quickers Venture SPV created on purpose for the specific project (both, the "Nominee"), as displayed on the Investors certificate, with the beneficial interest being held by the Investor.

2.2. The Investor appoints Quickers Venture S.L. or any of its controlled companies or SPV where the shares are held by Quickers Venture SL, on the terms of the Investor Nominee Terms in Schedule 1 to these Investor 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, purchase, 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 Company and registered on the share register of the company rather than the Investor.

2.3. 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 2.2

2.4. In the event of a Listing:

2.4.1. the Investor consents to the creation of a general investment account (“GIA”) into which the shares will be deposited and which will be accessible via the Investor’s Quickers portfolio;

2.4.2. the Investor agrees to provide any required information to Quickers which Quickers requires in order to open the GIA promptly on request by Quickers; and

2.4.3. subject to the Investor providing the information to Quickers and the Investor being eligible for a GIA, the Investor appoints SCL on the terms of the SCL Custody Terms set out at Schedule 2 to these Investor Terms to administer the holding. Any provisions and terms in these Investor Terms impacted by such the SCL Custody Terms, including without limitation, references to orders, subscription, purchase, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the SCL Custody Terms. In these circumstances, Quickers Venture S.L. or any company controlled by QuickersVenture S.L. or SPV created by Quickers Venture S.L. to manage the investment shall be the legal owner of shares in the Company and registered on the share register of the company rather than the Investor.

2.5. Further to clause 2.4 the Investor acknowledges and agrees that, if Quickers and SCL deem it necessary for security or compliance purpose, any proceeds of sale or withdrawals from its account shall be paid to Quickers’s client account before releasing any or all payments to the Investor.

3. REGISTRATION PROCESS

3.1. In registering on the Website (the "Registration Process") the Investor represents, warrants and undertakes that:

3.1.1. they are an individual who is at least 18 years old; and

3.1.2. they are legally entitled to invest in the investments offered.

3.2. The Investor acknowledges that any investment opportunity is only available in a country or jurisdiction where it is lawful to access or receive investment offers and to make investments and in circumstances where it is lawful for the Investor to receive the offers for investment on Quickers 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 Company or Quickers to be registered under such countries securities laws or otherwise.

3.3. During the Registration Process, the Investor must provide, and undertakes to provide Quickers with:

3.3.1. their full legal name;

3.3.2. their current address;

3.3.3. their valid and regularly checked email address;

3.3.4. any other information requested by Quickers;

and undertakes to keep the same up to date and notify Quickers of any changes.

3.4 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;

3.5. The act of complying with clause 3.3 above, shall constitute express written confirmation from the Investor to Quickers that the email address he/she has provided to Quickers may be used for the purpose of receiving notices or communications from Quickers and any Company in electronic form and to Quickers or any Company making information available on a website, and requesting that Quickers provide a copy of this confirmation to the Company.

3.6. The Investor shall comply with such identification and other anti-money laundering requirements that Quickers may from time to time require. In particular, Quickers may require identification of Investors and information about the sources of funds being provided by the Investor in investments Quickers considers in its sole discretion to be substantial.

3.7. 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

4.1. Investors must classify themselves as either a (i) certified ‘high net worth investor’, (ii) certified ‘sophisticated investor’, (iii) self-certified as a ‘sophisticated investor’ or (iv) certified restricted investor, in each case in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7. If you wish to change your classification you must immediately notify Quickers to request a different classification.

4.2. Quickers shall treat all Investors as retail investors for the purposes of CNMV or FCA Conduct of Business Rules and non-sophisticated investors for the purposes of the European Crowdfunding Regulation, unless otherwise notified by Quickers.

4.3. The Investor acknowledges that Quickers 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 Quickers in accordance with the FCA Handbook, Conduct of Business Rules and hereby consents to the same.

5. REMUNERATION

5.1. Where the Pitch launch date was 1 September 2022 or later. Quickers will charge the Investor an investment fee of 3% of the Subscription or Purchase Price (as defined in clause 6.13 below) subject to the minimum investment fee payable being €3 and the maximum investment fee payable being €500 in raises being conducted in €uros ("Investment Fee").

5.2. Quickers will charge the Investor a fee equal to 20% of all sums distributed to the Investor in respect of the Investor's shares or others securities (including, but not limited to, dividends, proceeds of sale and other cash returns) or in respect of non-cash property received in consideration of the Investor's Securities, in excess of the Subscription or Purchase Price (the "Success Fee"). If the Success Fee applies, Quickers will distribute to the Investor 80% of any distribution which exceeds the Subscription or Purchase Price. If the sum of all distributions that have been made in respect of the Investor's shares or other securities is equal to or less than the Subscription or Purchase Price, Quickers shall distribute to the Investor 100% of the nominal amount of the distribution.

5.3. The Investor acknowledges that ancillary charges or fees may be payable to third parties in connection with the Investment, and acknowledges that such charges or fees are not associated with these terms. The Investor warrants to Quickers that it shall pay such fees or charges and shall indemnify Quickers against any loss, liability, cost or expense resulting from the same.

5.4 In the event of a Listing, the Investor acknowledges and agrees that Quickers will charge an administration fee of 1% per month of the value of the Investors’ assets which are listed, subject to a minimum amount of €100 per annum (“Administration Fee”) and may in its entire discretion charge a €50 administration fee for the transfer of shares outside of the GIA if requested by the Investor. The Administration Fee may be deducted from the Investor’s balance in its GIA or any funds held by Quickers on behalf of the Investor. If the Investor has insufficient funds to pay the Administration Fee, the Investor authorises Quickers to instruct SCL to securities in order to pay for the fees.

6. INVESTMENT PROCESS

6.1. The Investor will be entitled to place a revocable order to subscribe for 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 Company on the Pitch.

6.2 Where a share price is indicated on the Pitch, any such revocable order shall be in multiples of the indicated share price which may be subject to alteration in accordance with clause 6.15 below.

6.3 The date of the Offer Period may be updated from time to time and Quickers reserves the right to end Pitches early or extend the Offer Period in its absolute discretion.

6.4 The subscription or purchase agreement for the investment is between the Investor and Company and Offering Sellers (where applicable) such that the offer from the Investor is to the Company or Offering Sellers and not to Quickers. The Company 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.

6.5 Where the investment is for the purchase of shares from Offering Sellers, unless otherwise specified on the Pitch or in the Cooling Off Email:

6.5.1. the Offering Sellers and the Company are parties to the contract to invest;

6.5.2. the Company will give the Warranties set out in the Cooling Off Email relating to the business;

6.5.3. the Offering Sellers (or Quickers Nominees on their behalf) will give warranties relating to their ownership of the shares only.

6.6. The Investor shall put in place payment arrangements to ensure that the Subscription or Purchase Price and the Investment Fee 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 Quickers. 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.

6.7. If a Pitch is Successful, the Company will instruct Quickers to circulate a copy of the Company's proposed articles of association or relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) 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 Quickers by email within the time period specified in the email if they no longer wish to proceed with the Investment.

6.8. The Investor acknowledges that it is their responsibility to review the Cooling Off Email and any attached documents carefully.

6.9. If Quickers 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, the Investor will be deemed to have confirmed their order and the Company or Offering Sellers will accept their order. Such an order will become a legally binding contract to invest between the Company and the Investor upon expiry of the time period set out in the Cooling Off Email, with completion of the investment conditional upon the Company receiving payment from the Investor and subject to the completion conditions set out in clause 6.11 below.

6.10. 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 Quickers (whether this is known or notified to Quickers or not), otherwise than as a result of fraud or gross negligence by Quickers, Quickers shall not be liable to the Investor or the Company for any losses, claims or damages suffered by the Investor, and Quickers shall be entitled to proceed on the assumption that the Investor has received the email and wishes to proceed with the Investment.

6.11. Subject to clause 6.11, the contract to invest between the Investor and the Company or the Offering Sellers is subject to the following completion conditions:

6.11.1 where a minimum 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 Company from Investors unless Quickers determines, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances. Companies that are subject to the European Crowdfunding Regulation, regardless of their country of origin, shall receive from Investors 100% of their minimum funding target.

6.11.2 the Warranties being true and there being no actual or contemplated material change to the Company or the investment round, either before or after the expiry of the Cooling Off Email and prior to the issue of shares to Investors (whether change is material to be determined by Quickers in its sole discretion);

6.11.3 confirmation of satisfaction of any specific conditions set out in the Legal Review or EU Legal Review; and

6.11.4 payment of all fees and commissions due from Company to Quickers.

6.12 Quickers (and not the Company or Investor) has absolute discretion to determine whether the conditions set out in clause 6.12 above are satisfied at any time during the completions process prior to the issue or transfer of shares to the Investor by the Company or the Offering Sellers. If Quickers determines a condition is not satisfied, Quickers may in its absolute discretion:

6.12.1 recirculate the Cooling Off Email to Investors, to include, as required by Quickers, the articles of association, relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) of the Company alongside a disclosure statement detailing the failed condition. This email shall also request that each Investor inform Quickers by email within the time specified in the email if they no longer wish to proceed with the Investment. If Quickers 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 6.7 and subject to clauses 6.11 and 6.12; or

6.12.2 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 shall not complete and there shall be no legally binding contract. Clause 6.15 below shall apply in these circumstances.

6.13. If a Pitch is Successful, when the Investor places an order to subscribe for or purchase shares in a Company, and subject to non-revocation at expiry of the Cooling Off Email, an agreement shall then subsist between the Investor and the Company and the Offering Sellers (if applicable), or a third party on behalf of the Company, to transfer the Subscription Price in the case of a subscription for new shares in a Company or the Purchase Price in the case of a purchase of shares from the Offering Sellers for the relevant Investment (the "Subscription or Purchase Price") to the Company. Shares, debt securities or units in the Company will be issued or transferred to the Nominee (or where appropriate, the Investor) by the Company or the Offering Sellers and the Subscription or Purchase Price will be transferred to the account of the Company or the Offering Sellers following the end of the Offer Period and the Investment Fee will be transferred to Quickers. If the Pitch is not Successful or any completion condition set out in clause 6.9 or 6.12 is not satisfied, then no such agreement between the Investor and the Company shall arise.

6.14. 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 Company, and no substitute service will be provided. The Investor confirms that should a Company 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 or Purchase Price, neither the Company nor Quickers 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 6.9 and 6.11 are met. If the conditions in clause 6.7 or 6.11 are not satisfied for any reason, the agreement for investment between the Investor and Company (and the Offering Sellers, if applicable) will not complete and Quickers will use its reasonable endeavours to arrange for the Company to cancel the Investment made by the Investor and, if payment has already been made, require the Company or Offering Sellers to return the Subscription or Purchase Price to the Investor. The Investor consents to Quickers releasing such information as is reasonably necessary, to the Company to allow such return of the Subscription or Purchase Price, and the Investor undertakes to co-operate with Quickers and the Company, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Subscription or Purchase Price.

6.15 The Subscription or Purchase Price shall be the amount indicated by the Investor as part of their revocable order on the Pitch, less any fees (and stamp duty where applicable and stated on the Pitch or in the Cooling Off Email) 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 (or price per share, which includes any applicable stamp duty) shall be supplied in the Cooling Off Email or in Legal Review or EU Legal Review, and the Subscription or Purchase Price shall be revised down to the nearest whole share multiple. Where an Investor has pre-authorised any payment through a third party payment provider, the payment that is taken shall also be revised down to the new Subscription or Purchase Price.

6.16 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 Company pursuant to clause 6.9. Quickers shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Company in the provision of such rewards.

6.17 The Warranties are made by the Company to the Investor. Quickers 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.

6.18 At any time prior to the expiry of the Cooling Off Email, Quickers may cancel any order of Investment made by the Investor that Quickers deems, in its absolute discretion, to be malicious or otherwise detrimental to Company, Offering Sellers or Quickers. This includes, without limitation, Investments placed for the purpose of disrupting or causing the closure of the Company’s Pitch where the Investor has no intention of paying the Subscription or Purchase Price. The Investor shall indemnify Quickers for any loss, liability, cost or expense incurred by Quickers in connection with the removal of an Investment pursuant to this clause.

6.19 In the event that the Investor is connected with the Company, 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:

6.19.1 a director of the Company;

6.19.2 a person named in the “Team” section of the Company’s Pitch; or

6.19.3 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

7.1 Investors are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Quickers 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.

7.2 Quickers 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.

7.3 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 Cooling Off Email as set out in clause 6.6 above.

8. COMPANY ARTICLES, BOND INSTRUMENT OR OTHER DOCUMENTATION

8.1 The Investor acknowledges that, as a consequence of them becoming a shareholder or beneficial owner of a Company, they shall be subject to the provisions of the Company’s articles of association or other constitutional documents of the Company (which constitute an agreement between each of the Company’s shareholders and between the shareholders and the Company itself), convertible instrument (if applicable), bond instrument or any other documents indicated to the Investor in the Legal Review, EU Legal Review or Cooling Off Email (together, “the Constitutional Documents”).

8.2 The Constitutional Documents will include certain restrictions on the shares or other securities and obligations will attach to such shares or other securities.

8.3 The articles of association will be in substantially the form notified to the Investor by Quickers in the Cooling Off Email referred to in clause 6.7 above and/or as set out on the Pitch and may be subject to other documentation or disclosures.

9. REGULATION AND LIABILITY

9.1 The Investor acknowledges that Quickers's affiliates, and/or the proprietors, officers or employees of Quickers and/or such affiliates may consider expressing interest or subscribing for or purchasing shares in a Company. If the Investor becomes aware of this, they agree not to rely upon the same in making a decision whether to invest in a Company, and confirms that any decision by them to invest in an Company is not based upon any representation, information, action, omission or otherwise of Quickers, its subsidiaries or affiliates or the proprietors or employees of Quickers, its subsidiaries or its affiliates.

9.2 The Investor acknowledges that Quickers approves each Pitch as a financial promotion / marketing and communication (unless an exemption applies, which will be stated in a blue box on the Pitch) 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 / marketing and communication by Quickers, or the investment in a Company 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.

9.3 The Investor acknowledges and accepts that the Website includes a forum which may be a part of an Company's Pitch which is intended as a service to Companies to put them in contact with Investors, and also that Quickers's investigation of the Companies and the content of their Pitches is limited as set out in the Due Diligence Charter, and accordingly Quickers makes no warranty or representation and assumes no liability in respect of the Companys 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 Companies, 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 Quickers. In particular, the attention of the Investor is drawn to the disclaimer, risk warning and regulatory notice on each Pitch.

9.4 The Investor warrants, represents and undertakes to Quickers 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 Quickers 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 Quickers.

9.5 The Investor acknowledges that Quickers 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 Quickers encourages this approach.

9.6 The Investor acknowledges that in approving the Pitch as a financial promotion / marketing and communication , Quickers has concluded that the Pitch, taken as a whole in the context of the above, is fair, clear and not misleading. The Investor acknowledges that Quickers has reviewed any factual statements included within the Pitch and obtained evidence of their accuracy from the Company. The Investor acknowledges Quickers 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 Company itself and has not been audited by Quickers, which means that it may contain inaccuracies, be incomplete or be a forgery.

9.7 The Investor acknowledges that Quickers has checked that aspirational statements contained within the Pitch are phrased appropriately in light of their speculative nature. However, the Investor acknowledges that the Company 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 Quickers 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 Quickers encourages Investors to consider the information provided in the context it is being provided.

9.8 The Investor acknowledges that Quickers makes no representation, warranty or undertaking relating to any claims made by Companies, including, without limitation, that the Company and the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of HMRC. Investor acknowledges and agrees that tax benefits may change or be disqualified and shall not hold Quickers liable for any loss arising as a result of a tax benefit (including, without limitation EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from an Investor by HMRC.

9.9 The Investor acknowledges that tax treatment depends on the individual circumstances of each Investor and may be subject to change in the future.

9.10 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.

Venture Terms – last updated 21 September 2022

These terms apply to any engagement between Quickers and a Company, as defined below:

Quickers: Quickers Venture S.L. (Company No. ESB42674317), Quickers Technology S.L. (Company No. B87852034), authorised and regulated by the Financial Conduct Authority (the "FCA") (No. X), all two of C/ Belgica 36, Santa Pola, Alicante, Spain.

Investor: any person who wishes to subscribe for shares or other securities offered by a Company or to purchase shares from Offering Sellers in response to a Pitch made available by that Company.

Company: a company that has made a Pitch available to the Investor through the Website operated by Quickers.

Offering Sellers: individuals who are shareholders (either directly or beneficially) in a Company and who have instructed Quickers to offer to sell their shares in that Company to Investors via a Pitch

Quickers provides services relating to the arranging of the investment by Investors in shares or other securities in or offered by the Company. Any reference to shares in these terms is for convenience only and shall be interpreted to mean the share, security or convertible instrument offered to Investors in the relevant Pitch.

These terms may be updated from time to time so a Company should check the terms and conditions when submitting any new pitch.

Submitting your Pitch and details of the Company to Quickers via this website confirms your acceptance of these terms and conditions.

If you do not understand any of the terms set out in this Agreement or have any queries, please obtain independent advice before proceeding.

1. COMPANY’S OBLIGATIONS

1.1. The Company agrees to promptly respond to all reasonable due diligence and other reasonable written enquiries of Quickers from time to time and provide all necessary information requested to enable Quickers to conduct a satisfactory level of due diligence on the Company and create a specific sub-site within the Website (the Company’s “Pitch”).

1.1.2. Include the following in the Company Pitch:

1.1.2.1. The disclaimer provided by Quickers;

1.1.2.2. The risk warning provided by Quickers on the Pitch and any other promotional materials related to the Pitch; and

1.1.2.3. Such other information as Quickers may reasonably require from time to time;

1.1.3. At completion of the investment round, adopt or modify the Constitutional Documents to:

1.1.3.1. where shares are offered through the Quickers Nominee, enable Quickers Venture S.L. or any other company controlled by Quickers Venture S.L. or SPV controlled by Quickers Venture S.L. to transfer, without restriction, the legal title to any shares to a replacement trust company;

1.1.3.2. where shares are offered through the Quickers Nominee, allow the transfer of beneficial interest between members of the Quickers platform, providing in all cases that Quickers Venture S.L. or any other company controlled by Quickers Venture S.L. or SPV controlled by Quickers Venture S.L. remains the legal owner of the shares;

1.1.3.3. where shares are offered through the Quickers Nominee, enact the requirements set out in the Company Nominee Terms in Schedule 1 if required; and

1.1.3.4. any other reasonable amendments agreed with Quickers in advance or such other terms of which have been disclosed to Investors and are acceptable to Quickers;

1.1.4. Pass, sign and/or adopt any documentation in such form as Quickers may from time to time reasonably require to complete the investment round and respond to any queries in this process in a timely manner;

1.1.5. Inform its current shareholders of the proposed transaction in accordance with its current Constitutional Documents, and ensure that any necessary consents for the Pitch and the proposed transaction are obtained;

1.1.6. Payment processing services for the Company on the Website being provided by Stripe and the Company being subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Company Terms, the Company agrees to be bound to Stripe on the terms of the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of Quickers enabling payment processing services through Stripe, you agree to provide Quickers accurate and complete information about you and your business and you authorise Quickers to share it and transaction information related to your use of the payment processing services provided by Stripe. For the avoidance of doubt, the Company agrees that Quickers is not liable for the actions of Stripe or for any chargebacks from investors.

1.1.7. Consider with its board of directors engaging appropriate independent professional advisors to advise the Company on raising investment via the Quickers platform. Such engagement shall be a matter for each Company. Quickers shall have no obligation to ensure the Company receives professional advice nor liability to the Company or their Investors for any loss if such advice is not taken;

1.1.8. Other than with the prior written consent of Quickers, not directly or indirectly, in connection with any securities to be made available to members of Quickers through the Website, permit any offer of such securities to persons outside Quickers's membership or permit the communication of any invitation or inducement to engage in investment activity to any such person whether on a third party website or crowdfunding platform or otherwise and the Company shall indemnify Quickers and hold Quickers harmless in respect of any loss, liability, cost or expense resulting from the same;

1.1.9. Agree to the use by Quickers, and license to Quickers, all Company trade names, trademarks, logos and other intellectual property of or licensed to the Company as reasonably necessary and/or desirable for the purposes of facilitating the offer of securities by the Company and/or Offering Sellers through the Pitch to members of Quickers or for the general purposes of the promotion of Quickers or the Website or any mobile application of Quickers, and indemnify and hold Quickers harmless in respect of any loss, liability, cost or expense resulting from Quickers's use of the same;

1.1.10. Arrange for those persons who place an order to become shareholders of the Company, in cooperation with the Company's shareholders, to be issued with or transferred shares on receipt of the Subscription Price or Purchase Price (as defined below);

1.1.11. Ensure that any marketing materials disseminated by the Company comply with applicable law and regulation, including displaying risk warnings and, where such marketing materials may be financial promotions, that these are approved in advance by Quickers before they are published;

1.1.12. Use best endeavours and devote such time and attention as is reasonably necessary secure a successful fundraise for its Pitch;

1.1.13 Permit a background check provider as selected by Quickers to carry out a credit and background check on the Company and to procure permission from all directors and advisors of the Company for Quickers to carry out automated background checks on them individually;

1.1.14. Provide Quickers and investors with copies of any document, business updates or mass communications (in English or translated into English) following a successful fundraise. These updates shall be in English and must be sent no less than once a quarter (3 months), in addition to any statutory, constitutional or contractual requirements. And the Company shall promptly respond to any reasonable requests from Quickers about the Company to enable Quickers to update the Investors where necessary. Where a Company has used the Quickers Nominee, this requirement shall be satisfied by sending a copy of the relevant update or communication in electronic format to hello@quickers.com;

1.1.15. Complete all necessary statutory and regulatory filings within the applicable time period with any court, governmental authority or authority or body required by any jurisdiction applicable to it in respect of the Pitch including, without limitation, at Companies House;

1.1.16. Where the Pitch is, or is planned to be, subject to SEIS and/or EIS tax reliefs, provide Quickers with the Advance Assurance from HMRC and the application from the Company to HMRC for such Advance Assurance. It is the Company’s responsibility to provide all information required to HMRC for such HMRC Advance Assurance and Quickers does not provide advice on qualification of SEIS or EIS. If this clause 1.1.19 applies, the Company undertakes to Quickers and each Investor which is allocated SEIS or EIS tax relief within its raise, that it shall use best endeavours to remain a qualifying business for the purposes of SEIS and/or EIS for a period of 3 years from the date of the issue of shares.

1.1.17. Comply with the Company Nominee Terms in Schedule 1, the terms of use, privacy policy and discussion forum rules of the Website.

1.1.18 The Company agrees that all marketing communications which Quickers directs the Company to make in accordance with Quickers’s campaign marketing plan must be approved by Quickers and where those communications are sent by the Company, they are distributed by the Company as a subcontractor of Quickers. All such marketing communications must be submitted to Quickers for approval and must contain all information required by Article 27 of Regulation (EU) 2020/1503.

1.2. The Company shall not:

1.2.1. While a Pitch on the Website is being prepared or while a Pitch is live and until shares are issued or transferred to Investors, list a Pitch on another crowdfunding site or raise any other investment or debt financing, other than with the prior written consent of Quickers;

1.2.2. After a Pitch has closed on the Website, represent any funds received by the Company at the close of the Pitch as being part of any subsequent fundraising round, other than with the prior written consent of Quickers;

1.2.3. In any way manipulate a Pitch or knowingly allow a pitch to be manipulated, including without limitation adding and subsequently removing investment, adding multiple investments or adding investment which is not intended to be paid up;

1.2.4. Remove, or allow to be removed, any investment, in whole or in part, made by any person connected with the Company’s business without the written consent of Quickers. In this clause 1.2.4, “connected with” means being:

1.2.4.1. a founder or director of the business;

1.2.4.2. a person named in the “Team” section of the Pitch;

1.2.4.3. a spouse, Civil Partner, parent, child, sibling of any person included in the categories set out at clause 1.2.4.1 and/or 1.2.4.2;

1.2.4.4. a company, partnership, corporate entity or investment vehicle of any person included in the categories set out at clause 1.2.4.1 and/or 1.2.4.2; or

1.2.4.5. an investor investing as part of the Company’s cornerstone investment.

1.2.4.6. any advisor, consultant or contractor of the Company who has any involvement in the Pitch or the Company’s preparations for the Pitch.

It is the Company’s responsibility to ensure all potential investors to which this clause would apply are aware of this restriction and, if required by Quickers, to pay a deposit which is forfeited if they withdraw their investment and which shall be used to pay any fee payable to Quickers under clause 4.5; and

1.2.5. Market or otherwise offer investment opportunities available on the Website to any investors in a country or jurisdiction where such an offer would be unlawful or would contravene local securities laws or regulations unless otherwise agreed with Quickers in writing and subject always to the Company complying with applicable laws and regulations in each territory in which an offer is made. This restriction includes not offering or soliciting shares in the United States unless otherwise agreed with Quickers and subject always to Company complying with applicable laws and regulations in the United States. The Company does not hold Quickers liable for any liability or regulatory burden arising in any such country or jurisdiction outside of the United Kingdom and the European Union as a result of Company’s shares being made available on Quickers platform or any marketing activities of Company or Quickers in relation to such securities;

1.2.6. Not directly or indirectly solicit or make offers of employment to any employees of Quickers at any time from the earlier of (1) the date of Quickers’s engagement until 12 months after the Pitch closes on the Website; and (2) 24 months after Quickers’s engagement.

1.2.7. Use any Investor Personal Data (as defined in clause 17 below) other than as set out in clause 17 below.

2. CLIENT CATEGORISATION

The Company acknowledges that Quickers will not supply confirmations of any transactions or orders that it receives and transmits to the Company, and that the Cooling Off email (as referenced in clause 3.1.3) shall constitute sufficient and adequate reporting of the service of arranging transactions and the receipt and transmission of orders provided by Quickers in accordance with the FCA Handbook and the Conduct of Business Rules, and consents to the same.

3. QUICKERS'S OBLIGATIONS

3.1. Subject to clause 3.2 below, Quickers shall:

3.1.1. Use reasonable endeavours to make the Website available to the Company for the purposes of the Pitch and the raising of funds for which the Pitch is intended;

3.1.2. Use reasonable endeavours to elicit applications from its members to participate in the offer for subscription for or purchase of shares or other securities in the Company by means of the Pitch and the Website by communicating the Pitch as a financial promotion to its members;

3.1.3. Send a Cooling Off Email in accordance with clause 5.4 to the Investors (unless certain investors have agreed to alternative subscription process with the Company); and

3.1.4. Liaise with the Company and any relevant third parties with a view to ensuring the transfer of funds from Investors to the Company on completion. Quickers has no obligation to transfer funds itself and there is not a guarantee that funds will be transferred.

3.2. Quickers is under no obligation to list the Company’s Pitch on the Website and may reject a Pitch at its absolute discretion. Quickers may also suspend a Pitch at its discretion.

3.3. Quickers may recommend the use of a specific professional advisor to the Company, and in such circumstances the Company acknowledges that Quickers shall have no liability in relation to or involvement in the engagement of such advisor by the Company, and such relationship will be governed by the terms of engagement between the advisor and the Company. Quickers has no responsibility to ensure the Company takes professional advice nor liability to the Company for loss if such advice is not taken.

4. REMUNERATION AND FEES

4.1. Quickers will charge a commission of 7% (which is exclusive of VAT) on all monies raised. The commission set out in this clause is subject to clauses 15.3 and 15.4 (if applicable).

4.2. All monies raised or all funds raised means the total amount invested in the Company through a Pitch and any directly or indirectly related investment in the Company including all funds included on the Pitch Progress bar.

4.3. The Company acknowledges that ancillary charges or fees may be payable to third parties in connection with the investment, and acknowledges that such charges or fees are disassociated with these terms. These fees could include, but are not limited to, legal fees or fees payable to consultants who may assist the Company prepare its campaign.

4.4. The Company agrees to pay all processing fees and charges of the investment, which will include a 0.25% Quickers completion fee and any and all charges and fees levied by any third party money transfer provider (see our website for current fees and charges on payments), as engaged in accordance with clause 1.1.7, and agrees to indemnify and hold Quickers harmless from any loss, liability, cost or expense resulting from the same. This includes any foreign exchange fee if it is required.

4.5. All charges under this clause 4 shall be paid within 15 days of the date of an invoice from Quickers or shall be collected by Quickers by electronic transfer from the Company either deducted from draw down of investment monies or separate electronic transfer from the account connected by the Company to Quickers’s systems under 1.1.6 above.

4.6. If a Pitch reaches 100% of the initial target investment amount on a primary issue Pitch page or in the case of a secondary sale of shares, where any of the allocation of shares agreed between the parties has been applied for by Investors via the Pitch (in each case meaning that the Pitch is “Successful”) and is cancelled for any reason, including but not limited to withdrawal of investments or breach of these terms by the Company, Quickers will charge the Company all commissions and fees under this agreement and any fee agreements.

4.7 If a Pitch is not Successful or otherwise cancelled and a Company goes on to raise money from Quickers members introduced by Quickers, Quickers will charge the Company all commissions and fees under this agreement and any fee agreements.

4.8 If a Pitch is not Successful or is cancelled for any reason, unless prior written consent has been given by Quickers (in Quickers's absolute discretion), Company shall not contact Quickers members about the investment opportunity or offer or otherwise solicit investment from Quickers members, unless such Quickers members have independently requested further information from the Company without solicitation from the Company, and at all times the Company shall act in accordance with applicable law and regulation, including in relation to data protection and company law. The Company shall cease to contact or offer investment opportunities to any Quickers members immediately upon request by Quickers. The Company shall notify Quickers prior to accepting any investment from Quickers members who have been introduced to the Company by Quickers and shall pay Quickers the commission on monies raised from such Quickers members during the 12 month period following cancellation of a Pitch within 15 days of receipt of an invoice from Quickers. Such fee is not payable where the Company has written evidence (such as an email chain) that the Quickers member was already known to the Company and was not introduced by Quickers.

4.9 Additional services, including any marketing agreement, shall be agreed separately by the parties by email (or where required by Quickers, in the form specified by Quickers, which for marketing services shall set out the type of advertising to be purchased and the cost). Agreement by email shall apply to such additional services and the Company shall pay any invoice within 15 days for such agreed services and/or marketing services, prior to a Pitch going live on the Website.

4.10 The Company is liable for all taxes payable under this Agreement, including, without limitation, if there is a change in VAT laws and VAT becomes payable on any fees due to Quickers.

4.11 If the rules applying to the issue and allotment or transfer of securities that apply to the Company in its home jurisdiction prevent Quickers from deducting its commission and fees under this Agreement, then the Company agrees to pay such fees at the direction of Quickers, including, but not limited to, by paying any applicable payment processing fees to a Notary account before the capital raise is signed in front of the notary

5 INVESTMENT PROCESS

5.1 The Company shall make the Pitch available for Investors to place revocable orders to subscribe for or purchase shares, other securities or instruments convertible into securities (“Securities”) in the Company for a period ending on the earlier of:

5.1.1. orders for all of the Securities offered have been placed by Investors on the Website;

5.1.2. the expiry of a 30 day period (beginning with the date on which the Pitch becomes live on the Website) or such shorter or longer period agreed in writing between Quickers and the Company; or

5.1.3. the date upon which the Company or Quickers terminates this Agreement in accordance with its terms.

5.2. By placing a revocable order through the Pitch, the Investors have indicated an intention to enter into an agreement to invest in accordance with these terms and to transfer the purchase price for the relevant Securities in the Offer.

5.3. Quickers shall circulate a Cooling Off Email promptly following closure of the Pitch to each of the Investors by email, with a copy of the Company's Articles of Association and the Legal Review (which shall be in a form agreed with the Company, acting reasonably). Quickers shall confirm to the Company when the Cooling Off Email has been sent and shall provide a list of Investors to whom such email has been sent. The Cooling Off Email shall set out the relevant response required from the Investor in order to confirm they no longer wish to proceed with their order to invest. This time period to receive a response shall be specified in the email and is determined by Quickers in its absolute discretion, but will generally be seven days. If Quickers receives no response from the Investor within the specified time period, the Investor will be deemed to have confirmed his order and, subject to the completion conditions in clause 5.4, his or her order will become an irrevocable firm order and a binding legal contract will be formed between each Investor and the Parties.

5.4. The contract to invest between the Parties and each Investor is subject to the following completion conditions:

5.4.1. the warranties in clause 9.1 and those contained in the Legal Review remaining true in all material respects prior to completion of Offer; and

5.4.2. confirmation by Quickers of satisfaction of any specific requirements or conditions set out in the Legal Review.

5.4.3 that the Pitch reaches at least 100% of the minimum funding target (if applicable).

5.4.4 that there are no Investor cancellations or failures, which reduce the Pitch progress to 90% or lower (if applicable).

5.5. Quickers will determine (acting reasonably) whether the conditions set out in clause 5.4 above are satisfied at any time during the completion process prior completion of transfer of funds to the Company. If Quickers determines a condition is not satisfied, Quickers may in its absolute discretion:

5.5.1. recirculate the Cooling Off Email to include any additional documents or changes required by Quickers and which shall include a further cancellation period; and/or

5.5.2. determine that the investment opportunity is cancelled, either before or after the expiry of the deadline set out in the Cooling Off Email. In these circumstances, if the Cooling Off Email has expired, the contract to invest between the Parties and each Investor shall not complete and there shall be no legally binding contract, the obligations of the Company set out in this Agreement shall terminate and the Company shall not be liable for payment of any fees or commissions pursuant to clause 4.

5.6. If, for whatever reason the Pitch does not proceed to completion, is cancelled or the order not completed for any reason, the Investor's order will be cancelled and will not be transferred to another Pitch or Company, and no substitute service will be provided. The Company shall at Quickers’s request cancel the investment made by the Investors and return any monies received from the Investors in connection with the Offer (if any monies have been transferred), and shall liaise with Quickers throughout. The Company consents to Quickers releasing such information as is reasonably necessary, to the Investors and to communicate with them to allow cancellation of investments and such return of the monies. In such event, the obligations of the Company set out in this Agreement shall terminate and the Company shall not be liable for payment of any fees or commissions pursuant to clause 4.

5.7. Subject to:

5.7.1 each relevant Investor’s order becoming an irrevocable firm order pursuant to clause 5.6;

5.7.2 the conditions set out in clause 5.4 being satisfied; and

5.7.3 receipt of the aggregate subscription or purchase amount from the Investors for the investment into the bank account designated by the Company, the Company shall complete the investment by issuing the relevant security or by entering into the relevant convertible instrument where applicable or by executing (or procuring the execution of) the relevant transfer documentation by the Offering Sellers.

5.8 Securities will be issued or transferred to the Quickers Nominee (to hold the legal title) and the relevant Investors (to hold the beneficial title), unless the Company and Quickers have agreed an alternative holding structure which has been disclosed to Investors.

5.9. The Parties shall liaise with each other throughout the completions process (and in the case of a convertible, during the completion process on conversion) in good faith and shall promptly respond to each other upon receipt of any reasonable request.

5.10. Quickers may assist the Company with corporate administration matters relating to the investment process, to prepare the Company to raise investment via the Quickers platform. Quickers is not licensed or insured to provide advice to Company companies and such assistance is not legal, financial or tax advice of any kind and should not be considered by Company as such. If any Party requires advice and opinions on legal, financial or tax matters relating to the Offer, the company or the Pitch, they should contact an independent professional firm as appropriate.

5.11. The Company shall be solely responsible for the provision of any rewards advertised on the Pitch and Quickers shall not be liable for any delay or failure of the Company in the provision of such rewards. The Company shall indemnify Quickers in respect of any loss, liability, cost or expense incurred by Quickers as a result of the Company’s failure or delay in providing such rewards.

6. INVESTMENTS / PITCHES

6.1. The Company acknowledges that, except for Quickers’s obligation to approve the Pitch as a financial promotion, it does not rely upon any advice, representations or requirements of Quickers in relation to the Pitch, and acknowledges that it is solely responsible for the Pitch complying with all applicable laws and regulations.

6.2 The Company further acknowledges that Quickers is an independent organisation, and does not act as agent or representative of the Company or any Investor, unless explicitly authorised in writing separately to this agreement. The Company acknowledges that it must seek independent advice should it have any legal, financial, regulatory or other concerns about the Pitch.

6.3. The Company agrees to adhere to all reasonable requirements of the investment process required by Quickers from time to time in respect of regulatory and/or legal compliance in relation to the investment process and the Pitch, and shall provide all such information and documentation that Quickers requires to ensure such compliance in English.

6.4. The Company must ensure that information contained within the Pitch that contains an indication of past performance satisfies the following conditions:

6.4.1. the indication is not the most prominent feature of the communication;

6.4.2. the information includes appropriate performance information which covers the lesser of the period from establishment or the preceding five years and in every case (where possible) that performance information must be based on and show complete 12-month periods;

6.4.3. the reference period and the source of information are clearly stated; and

6.4.4. the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results.

6.5. The Company must ensure that information within the Pitch, that contains an indication of future performance, satisfies the following conditions:

6.5.1. it is not based on and does not refer to simulated past performance;

6.5.2. it is based on reasonable assumptions supported by objective data; and

6.5.3. it contains a prominent warning that such forecasts are not a reliable indicator of future performance.

6.6. The Company undertakes, warrants and represents that all text, content, images, pdfs and any other materials or statements that are included on the Pitch or available via the Pitch including in the forums, downloads (including without limitation in the Legal Review), and updates are true, accurate and not misleading, do not breach any laws or regulations, do not infringe the rights of any third party, including, without limitation, not being defamatory or unjustifiably denigrating of any person; not invading third party rights to privacy and not infringing any third party intellectual property rights and that the same are otherwise a clear and fair representation of the Company or in the event of an opinion or intention, is made after careful consideration and is fair and made on reasonable grounds.

6.7. The Company shall ensure that the Pitch contains adequate risk warnings concerning the investment for the Investor, and should not include any emphasis of any benefits to the Investor without a fair and prominent indication of the relevant risks. The Company acknowledges that the Pitch will be reviewed by Quickers members generally and that the Company should assume that information included in its Pitch will not necessarily be kept confidential. The Company agrees that it alone shall bear all responsibility for the content of the Pitch, the Warranties and any disclosures in respect of such Warranties, and shall indemnify and hold Quickers harmless from any loss, liability, cost or expense resulting directly or indirectly from the same. In addition, the Company shall use its reasonable endeavours to ensure that the Pitch contains all information that would be relevant to a potential investor of the Company, to the extent reasonably practicable, that the Pitch is regularly monitored and kept up to date, and shall ensure that any relevant updates are adequately communicated to current and prospective Investors either through the forum, the Pitch, the Cooling Off Period or otherwise.

7. WARRANTY, REGULATION AND LIABILITY

7.1. The Company, as a member of Quickers, acknowledges and accepts that the Website includes a forum which is intended as a service to Companies to put them in contact with Investors, and that Quickers's investigation of the Companies and the content of their Pitches have been limited and depends upon the disclosure, feedback and responses of Company, and accordingly that Quickers makes no warranties or representations and assumes no liability in respect of the Company or the content of its Pitch.

7.2. The Company warrants, represents and undertakes to Quickers (in its own capacity and on behalf of Investors) that:

7.2.1 it shall comply with any terms and conditions associated with the use of the forums on the Website, and acknowledges that Quickers will in its absolute discretion have the power to determine whether any posts breach this clause 7.2.1;

7.2.2 all information disclosed to Quickers, investors and site users at any time, and including the Warranties, is true, accurate, not misleading and does not infringe any laws, regulations or the rights of any third party, including intellectual property rights;

7.2.3. in advance of a Pitch going live on the Website and throughout the duration of the Pitch and until monies are drawn down from the Investors to Company, the Company has disclosed to Quickers all debt, fully diluted equity issued and options granted or contemplated, any civil or criminal litigation and threats of litigation and all other material issues impacting upon Company (and Company’s directors, employees and contractors) which could reasonably be considered to be a factor in an investment decision by a retail, sophisticated or institutional investor;

7.2.4. any opinion or intention expressed by the Company to Quickers, Investors or on the Pitch, is made after careful consideration and is fair and made on reasonable grounds and any forward looking statement is based upon objective assumptions;

7.2.5. the Company has the right and power to enter into this Agreement and to offer the investment opportunity on Quickers and entering into this Agreement will not contravene, breach or conflict with the Company’s constitutional documents or any agreement binding on it with a shareholder, lender or otherwise;

7.2.6 no litigation, arbitration or administrative proceedings are taking place, pending, or to the Company’s knowledge, threatened against it, any of its directors or any of its assets;

7.2.7 prior to the Pitch going live, the Company has disclosed its fully diluted share capital (as set out in clause 1.1.2.4 above) and that any valuation and equity offered reflects the fully diluted share capital of the Company and that this will not change until completion of the funding and issue or transfer of shares;

7.2.8 the Company has obtained consent or waiver from any and all existing shareholders who have pre-emption rights for the Company to carry out this fundraising and proposed share issue or transfer;

7.2.9. the Company is the sole legal and beneficial owner and has good, valid and marketable title to all its assets including but not limited to any intellectual property materially utilised by the Company;

7.2.10. the Company is solvent and able to pay all of its debts as they fall due and no director of Company has any criminal conviction or criminal proceedings against him or her; no director is subject to bankruptcy proceedings or bankrupt; no director has been a director and shareholder of a liquidated company that has gone into liquidation and transferred its assets to a phoenix company of which the director is also a director and shareholder;

7.2.11. the Company has procured permission from all directors and advisors named on the Pitch that Quickers may also carry out automated background checks using a third party provider; and

7.2.12. if the Company has represented that the Pitch is SEIS and/or EIS qualifying or pending SEIS and/or EIS, the Company and the investment opportunity qualifies for SEIS or EIS at the time of the Pitch.

7.3. Quickers has no liability for and does not guarantee that the Company will meet its funding target as a result of a Pitch on the Website. Quickers has no responsibility for Investors who do not proceed with their investment either before or following receipt of the Cooling Off Period email to Investors. The Company acknowledges that the purchase of securities is an agreement between Company and Investors and that Quickers is only is not a party to this Agreement in its capacity as Nominee (where applicable) and cannot enforce payment by Investors and is not liable for payment of any monies raised via the Website itself.

7.4. The Company acknowledges that the approval of the Pitch as a financial promotion by Quickers Capital Limited or marketing communications by Quickers Europe SL, or the proposed investment in a Company by any officer or employee of Quickers or its affiliates is not an indication of approval of the Pitch generally and does not indicate that Quickers advises investment in the Pitch, and the Company confirms that it shall take no inference from or make any reference to the same.

7.5 Quickers makes no warranty to the Company.

7.6. Quickers’s entire liability under this Agreement is limited to the amount of commission and fees received by Quickers hereunder. Under no circumstances shall Quickers 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. Nothing in this Agreement shall limit Quickers’s liability for fraud or for any loss which it would be unlawful to exclude.

7.7. Any money or assets held by Quickers (or any subsidiary or holding company of Quickers) for the Company shall be held in accordance with all applicable rules set out in the FCA Handbook. Quickers’s client money bank account is a non interest bearing bank account.

8. TERMINATION

8.1. Subject to clause 8.3, the agreement constituted by these terms between Quickers and the Company shall terminate and cease to be effective forthwith upon the earlier of:

8.1.1. the Company serves 7 days' written notice on Quickers at Quickers's registered office confirming such termination; or

8.2. Quickers may terminate this Agreement at any time in the event that:

8.2.1. Quickers determines that the Company has breached these Company terms or the Warranties or completion conditions in the Legal Review;

8.2.2. Quickers suspects that the officers of the Company have been involved in any criminal activities;

8.2.3. the Company becomes insolvent;

8.2.4 Quickers suspects that the financial promotion is no longer accurate or suitable; or

8.2.4. on the service of 7 days' written notice to the Company.

8.3. If a Company has an outstanding or incomplete order for investment from Investors which has not been resolved in accordance with clause 5, the Company may only terminate this Agreement if it has firstly served written notice by email on Quickers and secondly, has withdrawn its Pitch from the Website. If a Cooling Off Email has been issued, the Company may only terminate this Agreement if the period contained in the Cooling Off Period has not yet expired and the Company has instructed Quickers to communicate a cancellation to all potential Investors.

8.4. Once an order has been made firm with an Investor following expiry of the Cooling Off Period, a formal contract has been created between the Company and the Investor for the issue of securities direct on such terms as are agreed with the relevant Investors and the Company is bound to complete the share issue, and Quickers shall have no further obligations or involvement in the investment or the Company (except for those obligations set out in the Company Nominee Terms).

8.5. The following terms shall be continuing notwithstanding termination of this Agreement: clauses 1.1.3, 1.1.10, 3.2, 4, 6, 7, 9, 14, 15, 16, 17 and this clause 8.5.

9. COMPLAINTS AND QUERIES

9.1. Should a Company have any complaints or queries about the services provided by Quickers or this Agreement, it should contact Quickers on 01392 241319.

9.2. Complaints may also be addressed directly to:

9.2.1 the UK Financial Ombudsman Service - contact details as follows:- 0300 123 9 123 or 0800 023 4567; or

9.2.2 the Comisión Nacional del Mercado de Valores - contact details as follows:- +34 902 149 200

9.3. Companies are treated as customers of Quickers and therefore have the potential to be compensated out of the Financial Services Compensation Scheme established and operated by the FCA in the event that Quickers should fail in the conduct of its FCA regulated activities.

9.4. Communications with, to or from Quickers shall be in the English language.

10. CANCELLATION AND SUSPENSION

10.1. The Company hereby acknowledges and consents to the performance of the services by Quickers in accordance with this Agreement beginning as soon as this Agreement is made between the Company and Quickers and that other than as set out in this Agreement, Company has no right of cancellation.

10.2. Quickers may suspend or cancel the provision of services under this Agreement, including either not listing a Pitch on the Website or removing or suspending a Pitch from the Website in the event that in Quickers’s opinion, the Company is not or may not be operating in compliance with any applicable laws or regulations; if the Pitch and documentation provided by the Company means that Quickers cannot approve the pitch as a financial promotion; or the Company is (in the opinion of Quickers) in breach of the terms of this Agreement.

11. WAIVER

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.

12. NO PARTNERSHIP OR AGENCY

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.

13. ASSIGNMENT AND VARIATION

13.1. A Company's membership in Quickers is non-transferable, and the provisions of this Agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced by a Company without the written consent of Quickers. Quickers may assign this Agreement without restriction or consent.

13.2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Where there is a conflict between the provisions of this Agreement and an alternative agreement or amendment to this agreement that is in writing and signed by the parties, such alternative written and signed agreement shall prevail.

14. NOTICES

14.1. 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 (under these Company Terms) on Quickers is legal@Quickers.com.

14.2. 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.

15. ENTIRE AGREEMENT

15.1. This Agreement, together with any terms agreed in any written and signed engagement agreement entered into by the parties prior to the date of this Agreement (an “Engagement Agreement”) and (if applicable) the Company Nominee Terms, set out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement.

15.2. Save as specified in clause 15.3, if there is any ambiguity or conflict between the provisions of this Agreement and the provisions of any Engagement Agreement, the provisions of this Agreement shall prevail between the parties.

15.3. If the Company has entered into an Engagement Agreement, the commission specified in the Engagement Agreement will apply in place of the 7% specified in clause 4.1, but clause 4.1 will remain otherwise binding on the parties.

16. CONFIDENTIALITY

16.1. Save as permitted by clause 16.2, the both Quickers and the Company undertake that they shall not at any time during the term of this Agreement and a period of two years thereafter disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any member of the other party's group of companies.

16.2. The Company may disclose Quickers’s confidential information:

16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying its obligations under this Agreement. The Company shall procure that its employees, officers, representatives or advisers to whom it discloses Quickers’s confidential information comply with this clause 16; and

16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3. The Company shall not use Quickers’s confidential information for any purpose other than to perform its obligations under this Agreement.

16.4. Quickers may disclose the Company's confidential information:

16.4.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying its obligations under this Agreement. Quickers shall procure that its employees, officers, representatives or advisers to whom it discloses the Company's confidential information comply with this clause 16; and

16.4.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.5 Quickers shall not use the Company's confidential information for any purpose other than to perform its obligations under this Agreement.

17. DATA PROTECTION

17.1 In this clause the following definitions apply:

Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation as applicable.

Data Subject: an individual who is the subject of Personal Data.

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation and relates only to personal data, or any part of such personal data, of which Quickers is the Data Controller and in relation to which the Company is providing services under this Agreement.

Data Processing and Processor: have the meaning set out in the Data Protection Act 2018 or the General Data Protection Regulation as applicable.

17.2 Subject to clause 17.3, 17.4 and 17.5, during a live Pitch and before an investment completes Quickers is the Data Controller and the Company is the data processor of any Personal Data of a Quickers user and the following shall apply during this period prior to completion:

17.2.1 the Company shall process the Personal Data only to the extent, and in such a manner, as is necessary to respond to requests for information about the Pitch and in accordance with Quickers’s instructions from time to time and shall not process the Personal Data for any other purpose and must give Quickers user’s an express opt-out to receiving further communications for that purpose.

17.2.2 the Company shall not add Quickers user Personal Data to any general marketing email lists or otherwise; and

17.2.3 the Company will keep a record of any processing of Personal Data it carries out.

17.3 Upon completion of the Pitch and issue or transfer of securities to Investors, in order to enable Company to administer its share register, manage corporate actions and provide investor updates, Quickers shall provide the Company with a full list of Investors and associated Personal Data, including name, email address, address and at that point, Investor becomes Data Controller of all Personal Data held by it in relation to those Investors and the Company shall delete all other Personal Data received from Quickers users who have not invested. The Company shall be the data controller in relation to such retained Personal Data and as such is responsible for compliance with all applicable data protection laws including the GDPR.

17.4 If the Pitch is not successful, the Company shall irretrievably delete all Personal Data received from Quickers.

17.5 The Company shall process the personal data as follows:

17.5.1 only on documented instructions from the Data Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the processor is subject; in such a case, the Company shall inform the Data Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

17.5.2 persons authorised to process the personal data shall have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

17.5.3 using all security measures required pursuant to Article 32 of the General Data Protection Regulation, including without limitation, that the Personal Data is secure, anonymised were possible and encrypted;

17.5.4 taking into account the nature of the processing, assists the Data Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller's obligation to respond to requests for exercising the data subject's rights to access data and other rights; and

17.5.5 at Quickers's request, the Company shall provide to Quickers a copy of all Personal Data held by it in the format and on the media reasonably specified by Quickers.

17.6 The Company shall promptly comply with any request from Quickers requiring the Company to amend, transfer or delete the Personal Data.

17.7 If the Company receives any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Act 2018 or the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) and the data protection principles set out therein, it shall immediately notify Quickers and it shall provide Quickers with full co-operation and assistance in relation to any such complaint, notice or communication.

17.8 The Company shall not transfer the Personal Data outside the European Economic Area without the prior written consent of Quickers (not to be unreasonably withheld).

17.9 The Company shall promptly inform Quickers if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Company will restore such Personal Data at its own expense. The Company shall notify Quickers immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.

17.10 Quickers is entitled to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of Personal Data by the Company. The Company shall give access to Company’s systems and all data for the purpose of audit of Personal Data and compliance with this agreement and Privacy Impact Assessments.

18. GOVERNING LAW AND JURISDICTION

18.1. 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 England and Wales.

18.2. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

COMPANY NOMINEE TERMS

These terms (“Company Nominee Terms”) apply between Quickers Capital Limited (“Quickers Capital”), Quickers Europe S.L (“Quickers Europe”) and any investee company (“Company”) that requests that Quickers Venture S.L. or any other company controlled by Quickers Venture S.L. or SPV controlled by Quickers Venture S.L. or Quickers Nominees Europe Limited as the case may be (“the Quickers Nominee”) holds the shares in the Company subscribed for or purchased by investors investing via the Quickers website or mobile website (“Investors”). In this arrangement Quickers Capital and Quickers Europe shall provide crowdfunding services to the Company and Investors (in accordance with respectively the FCA licences Quickers Capital holds and with the CNMV authorisation Quickers Europe holds and with the Investor Nominee Terms). Any reference to shares in the Company Nominee Terms is for convenience only and shall be interpreted to mean the share, or security or convertible instrument offered to Investors by the Company.

1 Notices and Communication: all notice and communications with Quickers Capital, Quickers Europe and the Quickers Nominee must be sent to hello@quickers.com

2 Nominee Engagement: Provided the Company has carried out its obligations under these Company Nominee Terms, Quickers shall procure that the Quickers Nominee holds shares on trust in the Company as nominee for the Investors, who will hold beneficial title to those shares.

2. Fees:

a. The Company shall be responsible for the payment of any reasonable administration costs incurred by Quickers Capital and/or Quickers Europe as the case may be that may arise due to any corporate action, including without limitation, share reorganisations of the Company and requirements on exit of the Company or shareholders. Quickers Capital, Quickers Europe and the Company shall agree any such costs in writing as soon as reasonably practicable following the notification of the corporate action by the Company to Quickers Capital and Quickers Europe.

3. Shares and company documents: The Company shall:

a. unless otherwise agreed in writing by Quickers, offer a single class of ordinary shares with voting and pre-emption rights to all Investors that hold shares through the nominee structure; and

b. ensure that under its constitutional documents at all times (i) the Quickers Nominee is able to hold shares on trust for Investors, and (ii) the Quickers Nominee can transfer its shares to a replacement nominee.

4. Information and reporting: The Company shall:

a. where legally permissible, respond promptly and accurately to reasonable requests by Quickers Capital and /or Quickers Europe for any relevant information about the Company which is required for Quickers Capital and /or Quickers Europe and/or the Quickers Nominee to provide the nominee service;

b. notify Quickers Capital and Quickers Europe about any proposed future issues or transfers of shares in the Company as soon as reasonably practicable (and only where legally permissible), and provide all information reasonably requested by Quickers Capital and / or Quickers Europe in respect of such share issue or transfer;

c. notify Quickers Capital and Quickers Europe about any proposed exits (including but not limited to listings or sales of the entire issued share capital of the Company) as soon as reasonably practicable (and only where legally permissible), and provide all information reasonably requested by Quickers Capital and Quickers Europe in respect of such exits in English; and

d. provide Quickers Capital and Quickers Europe with a named contact at the Company, with contact details including a telephone number and email address, to be updated in the event of any changes.

5. Corporate actions:

a. If the Company anticipates that, as a result of any corporate action, a payment will be made to its shareholders (including the Nominee Company), the Company shall as soon as reasonably practicable notify Quickers Capital and Quickers Europe in writing of any fees that the Company intends to deduct from such payment. The Company agrees that any such fees to be deducted from the payment to the Nominee Company shall be limited to fees reasonably incurred in connection with the corporate action, including but not limited to legal or other professional fees and shall be shared pro-rata amongst shareholders, the Company or other parties as appropriate.

b. The Company agrees for any future issue or transfer of shares to Investors facilitated by Quickers Capital and /or Quickers Europe, including where the issue or transfer relates to a formal exercise of pre-emption rights by Investors or where Investors are invited to participate in an agreed allocation of shares of the Company, unless otherwise agreed in writing by the parties, the Company Terms will apply to the arrangement of that new investment by Quickers Capital and /or Quickers Europe.

6. Liability: The entire aggregate liability of Quickers Capital, Quickers Europe and their group of companies in respect of the engagement of the Quickers Nominee shall be limited to the aggregate amount of the fees received by Quickers pursuant to these Company Nominee Terms. Nothing in this clause shall limit Quickers’s liability for fraud or for any loss which it would be unlawful to exclude.

Quickers approves every pitch on the platform to ensure it is fair, clear and not misleading. Our Due Diligence Charter outlines the analysis and verification that is conducted on equity fundraises on Quickers.

In line with our company values, our guiding principles for this Charter are:

• Integrity; to act with integrity and treat our investors and fundraising companies fairly
• Diligence; to act with skill, care and diligence
• Transparency; to be open and transparent with our customers at all times.

Our Due diligence Charter

Investor protection and transparency are of the utmost importance to us, so we continually review our existing due diligence processes to ensure we remain at the forefront of the investment crowdfunding market. This Charter outlines Quickers’s current standard due diligence process.

Due to the diversity of businesses that raise finance on Quickers’s platform, we cannot cover all situations in this Charter, which should be read as guidance. Quickers does not endorse any of the businesses raising finance on the platform, nor do we provide investment advice of any description, so before deciding to invest we strongly encourage all Quickers members to undertake their own research and if there is uncertainty, to receive independent advice before investing.

Prospective investors should also take care to:

• carry out their own due diligence and read all information and documents on the pitch page carefully. This Charter outlines areas that are not reviewed as part of our standard due diligence process;
• read the risk warnings; and
• understand that forward-looking statements and entrepreneur opinions may not turn out to be correct and many early-stage companies fail

Investors should be aware that Quickers relies upon the information provided by every applicant company and its directors who are required to ensure all information provided is true and accurate. Quickers also rely on third-party tools to conduct some due diligence. Quickers’s investor terms and conditions, including Quickers’s limitation of liability, apply to investments made on the site and can be found here.

Where we list companies in partnership with our US partner platform, we rely on the checks and due diligence they undertake. US companies are therefore not subject to our Due Diligence Charter.

Quickers’s Due Diligence Charter was last updated in July 2022.

Pre-live due diligence

The following due diligence is carried on each company before the pitch is open to investment:

• conduct background checks on the company and its directors including personal credit and bankruptcy checks, director’s disqualification checks, previous company checks and accreditation checks. Using Creditsafe, a leading third-party provider;
• conduct checks on the directors to confirm there are no un-discharged bankruptcies;
• fact check all statements and claims made in the pitch text to ensure it is fair, clear and not misleading by obtaining, where possible, independent evidence. Certain statements may rely on the company’s own systems - for example, stock or customer management systems;
• obtain any commercial contracts mentioned in a pitch, and
• verify any material professional accreditations.
• if applicable, check whether the company has received SEIS or EIS Advance Assurance and make clear to potential investors the availability of such tax relief.

In addition, every company that raises capital on Quickers's platform provides warranties to Quickers in Quickers’s terms and conditions that include:

• that the share capital table accurately reflects the fully diluted position, which means all dilutive elements, such as granted and unallocated share options, are taken into account in calculating the percentage of equity on offer to investors; and
• that the company is not party to any current litigation and that it is not aware of any threatened litigation.

Live pitch monitoring

During the time the pitch is live on Quickers's platform, the compliance team will also:

• review any investment patterns notified by Quickers’s pitch manipulation tool to ensure investments are genuine and not made to unduly enhance the performance of a pitch.

We do not:

• review any of the restricted documents, pitch videos, pitch updates, forum discussions or the content of investor events that aren’t organised by Quickers.

Post-funding Due Diligence

Once a pitch has reached its funding target we conduct further due diligence on the business before investments are completed and prior to any funds being captured:

• check the company’s share structure against Companies House filings and seek clarification of any discrepancies;
• review the Articles of Association to ascertain the share classes and their rights;
• review any existing Shareholder Agreements, Subscription Agreements or Investment Agreements to check whether the shareholder rights and company obligations are compatible with a crowdfunding round. Based on this review we may, if we consider necessary, recommend amendments to the documents or make appropriate disclosures to investors to outline investor rights or risks;
• review any known commercial loan agreements, convertible loan instruments and any director and/or shareholder loan agreements, and require any undocumented loans to be documented;
• require the company to warrant that the share price payable by investors has been calculated on a fully-diluted basis, taking into account all issued shares, options and convertible loans;
• a full search and review of intellectual property rights are not carried out but claims of trademark, patent, or URL ownership in pitch text are checked by seeking verification from the company and searching public registers. We also require the transfer of ownership to the company if Quickers becomes aware that any material intellectual property rights are not wholly owned by the company.

Any necessary disclosures from the post-funding legal due diligence process are set out in the Legal Review document, which will be emailed to investors at the beginning of the seven days cooling off period.

The following information, unless specifically mentioned in the pitch, is not consistently reviewed as part of our standard due diligence, so investors should assume that the following have not been checked:

• commercial contracts;
• employment contracts;
• ownership of assets or the potential that a company infringes third-party intellectual property rights;
• property-related documents such as leases;
• complete site visits to a company’s offices; and
• licensing and regulatory arrangements;
• historical financial performance of the company;
• financial projections of the company;
• cash position and cash burn of the company;
• key suppliers or customers of the company.

Whilst we do provide guidance on valuations, it is the company’s decision to price their investment offer and ultimately the crowd then decides if they are willing to invest at that price.

Under Quickers’s Terms & Conditions, every applicant company, acting by its directors, must ensure that all information which is provided to Quickers is true and accurate.

In venture capital, SPVs are used by a group of investors to pool their assets in order to launch a new business or invest in a startup. SPVs typically make just one investment into a business whereas an investment fund would make multiple investments over a period of time.

What Are Special Purpose Vehicles Used for?

At Quickers Venture, we use special purpose vehicle (SPV) as a subsidiary company that is formed to undertake a specific business purpose or activity. SPVs are commonly utilized in certain structured finance applications, such as asset securitization, joint ventures, property deals, or to isolate parent company assets, operations, or risks.

Direct or nominee, which is best for my business?

Quickers offers both a direct or nominee structure, as well as a combination of the two, so you can choose the model that's best suited to your business.

For many businesses, the main advantage of a direct shareholder model is that it enables you to foster a stronger relationship with your investors. Many larger investors may require direct investment.

With a nominee, Qucikers holds and is the legal owner of, the investment on behalf of your investors, so you only have one legal shareholder on your share register and Quickers handles the administration. 

As one of the first and leading equity crowdfunding platform in south-europe, Quickers are the experts in helping startup, early and growth stage businesses raise finance through equity crowdfunding.

We understand that raising finance isn’t a decision that’s taken lightly, but here are a few of the reasons entrepreneurs have chosen to fund on Quickers:

- Access capital quickly

Receive funds within just three months, enabling you to get back to focusing on the growth of your business.

- Benefits beyond funds

Invite your customers and network to own a stake in your business to drive long-term engagement, loyalty, and advocacy, whilst also tapping into Quickers’s investor community.

- Streamlined and efficient process

Our product is built to ensure our process is as simple and efficient as possible for you, but if you do need additional support our team of experts are on hand every step of the way.

- Compliant Fundraising and efficient legals

Raising finance is regulated and can involve a complex legal process managed by lawyers. Quickers provides a platform that is applying to the Financial Conduct Authority and CNMV and our team of lawyers and administrators mean that you can raise finance with the support you need for legal and regulatory compliance.

You’ll also have access to our comprehensive guides, FAQs and webinars to ensure you have everything you need to successfully fund on Quickers.

Quickers Incubator Program (QIP)

Participation Agreement to join Quickers

_______________________________________________________ 

This is an Incubator Program Participation Agreement (the “Participation Agreement”) for Incubators and Accelerators between Quickers Venture S.L. (“Quickers Venture” or “Quickers”) a Spanish company registered in C/Belgica 36, Santa Pola, Alicante under VAT ESB42674317, and INCUBATOR  (“Incubator”, “the incubator ” or “Company”), VAT and address registered in its own INCUBATOR account.

1. Background 

Quickers Venture is a Digital Incubator company that helps entrepreneurs and incubators to reduce the obstacles that often prevent these entrepreneurs and incubators from creating successful and sustainable incubators. We have digitized the European Venture Capital industry to help startups and incubators focus on what matters: jobs & growth.

Through our digital platform, we help ventures to focus on their businesses while making software focus on all the rest. However, it is not all about digitalization, automation, and AI; indeed we are people behind the code :) A team of experienced professionals helps startups bootstrap during their early stages, providing mentoring, guidance, and sometimes also some way of funding.

The Quickers Incubator Program (the “Program” or the “QIP”) is a 100% Digital Incubator tool that helps entrepreneurs to formalize, launch, and grow businesses that produce high-quality startups by providing:

• Business Plan guidance, feedback, and actionable insights

• Accounting Services

• Legal Services

• Actionable Mentorship from industry experts

• Technical Engineering Assistance from industry-specific professionals

• Access to market and capital opportunities through its funding programs

• HR Module to manage Recruitment, Employee and Talent development

Quickers also makes available to such entrepreneurs and incubators the shared use of affordable, high-quality Information Technology (IT) services (the “Facilities” or “IT Services”) under an Engineering & Technology Agreement (the “Facilities Agreement”) to have the best service at affordable prices inside Quickers.

The incubator works with local and regional early-stage companies to get them to move beyond their embryonic phase. The incubator wishes to participate in the QIP on the terms set out in this Participation Agreement. 

Welcome on board and let’s jump into details about rights and responsibilities! :)

2. Definitions

Before reading all the services you will be granted, please take a look at some important definitions. For the purpose of this agreement, the following words shall have the meanings assigned to them. 

“Quickers Incubation Program” or “QIP” means the digital platform that is original & a 100% digital Incubation Program created by Quickers Venture S.L. to help incubators and Startups reduce risks in the Business Administration practices, MVP definition and Lean Startup approaches to generate new products, services or businesses.

“Business incubator” is a program that gives very early-stage companies access to mentorship, investors, and other support to help them get established. incubators work with early-stage companies to get them to move beyond their embryonic phase.

“QIP Graduation” means any Startup that graduated from Quickers Incubation Program.

“Startup” or “Venture” A startup is a company in the initial stages of business. Founders normally finance their startups and may attempt to attract outside investment before they get off the ground.

“Incubator” means a company registered in Quickers Platform providing businesses or startups actionable development support and/or office accommodation to start-up companies.

“Incubatee” means an entrepreneur, researcher, or innovator located within the premises of a business incubator or a science and technology entrepreneurship park.

“Activity” means all the activities that the Incubatee will undertake under this Contract in relation to its participation in the Quickers Incubation Program (QIP), including the preparation of the Mid Term Report, the Executive Summary, the Annual Performance Report and the Business Plan and all other obligations and deliverables to be made by the Incubatee under this Contract.

“Authorized signatory” or a “signer” is a person who's been given the right to sign documents on behalf of the authorizing organization

“Annual Performance Report” or “KPI’s” shall have the meaning set out in the Dashboard Panel of QIP where the main KPI is plotted.

“the incubator Plan” is the QIP step 3, called Business Plan

“Quickers Mentorship Program (QMP)” A mentor may share with a mentee (or protege) information about his or her own career path, as well as provide guidance, motivation, emotional support, and role modeling. A mentor may help with exploring the incubator  opportunities, setting goals, developing contacts, and identifying resources.

“CCN” shall mean a contract change notice. 

“Change Review Board” shall be a board consisting of a contractual and a technical representative of each Party established to discuss and agree upon the approval or rejection of a change proposal, and final CCN. 

“Commencement Date” shall mean the date that this Contract shall come into force, as set out in your registration date throughout Quickers Website (www.quickers.com or www.quickers.vc”)

“Confidential Information” Information that is confidential is meant to be kept secret or private.

“Contract” shall mean an agreement between Quickers Incubator and the Incubator or Incubatee regulating the Activity. 

“Consultancy Services” shall mean a report detailing all costs incurred in relation to the Activity, to be submitted by the Incubatee to the Incubator and Quickers. 

“Deliverables” shall have the meaning set out through the QIP

“Disclosing Party” shall mean the Party disclosing Confidential Information. 

“Final Report” shall mean the complete statement of the work undertaken by the Incubatee during the Contract Term, as further defined in QIP. 

“Intellectual Property Rights” shall mean all rights in copyright, patents, know-how, Confidential Information, database rights, rights in trademarks and designs (whether registered or unregistered), applications for registration of any of the preceding, and the right to apply for registration, and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

“Receiving Party” shall mean the Party receiving Confidential Information. 

“Statement of Non-Co-incubation” shall mean the statement from the Incubatee that his company shall not be incubated in or receive the support of any kind from any other incubator whatsoever for the duration of the Contract Term. Co-incubation will only be possible throughout Quickers and the Incubator registered in the Quickers platform.

“Third Party” shall mean any person or entity other than the Agency and the Parties to this Contract or their personnel.

3. Program Participation
   
   

Participation. The incubator will participate in the Program on the terms set out in this Participation Agreement. Quickers will advise the incubator of the start date for the Program. The length of Program participation will be determined by the parties and automatically renewed every year unless the parties decide not to continue the collaboration. It is the incubator's responsibility to ensure that all its information is properly filled in the system under its profile and properly updated by an authorized signatory or a signer according to the reality of facts and always in good faith.

Program Features. The incubator access gives the users certain features on www.quickers.com or www.quickers.vc through the “INCUBATOR LOGIN”.

4. You are the owner of your Data and we are GDPR compliance

You are using a SaaS Service from Quickers and we use third-party Servers providers with the highest level of security encryption to ensure your data is kept safe, confidential, and yours. So the short answer is that you: own the data you create.

Quickers takes very seriously the data managed and stored in our systems and we want to make sure that you understand the fact that we will never use your data unless you give us permission to use it or read it.

However, as we are a community and we might provide benchmark data for you, we might use your data in an anonymous way to generate reports that are useful for you to understand the industry risks and opportunities or simply, to compare your company to other companies if you would like to.

To understand better how we manage your data, use the GDPR guide here: https://quickers.vc/blogroll/privacy-policy-gdpr-europe/en 

5. Services Agreement
   
   

Background
The Service Agreement is an extra service that Incubators and Ventures can request and sometimes are offered at discounted prices. As a community, we all benefit from our ecosystem and its economy of scale. We do think that certain strategic services are at the core for startups to avoid capital leakage and gain capital efficiency. 

The purpose of these services is to help Startups and Incubators gain competitive supplier prices inside the ecosystem to optimize capital allocation. 

This is a benefit that just Ventures and Incubators can get access to after successfully being approved by Quickers.

General Services Description The latest version of services can be found online here: https://quickers.vc/services/en 

Software Engineering Services. Here you will find the set of computer science activities dedicated to creating, designing, deploying, and supporting software development for complex processes. We help Startups (SMEs) and Corporations willing to embrace the Lean Startup Quickers approach. 

1. Custom Software Development / 

2. Web Application Development / 

3. Mobile Application Development / 

4. Cloud Consulting / 

5. DevOps Automation / 

6. Software Prototyping / 

7. Software Quality Control & Certification

Business Administration Consultancy & Fintech. We help organizations to improve their performance. Dealing with sources of funding, the capital structure of corporations, the actions that managers take to increase the value of the firm to the shareholders, and the tools and analysis used to allocate finances are at the core of our activities. We maximize or increase shareholder value.

Environmental, Social, and Governance (ESG) Auditing. Investors are increasingly applying these non-financial factors as part of their analysis process to identify material risks and growth opportunities. As this is an important core activity to be measured, we provide the service for Ventures and Incubators to help them get their proper reports before potential auditing. What is ESG Assessment? Environmental, social, and governance (ESG) measurement is the review of a business or company's sustainability performance to determine its environmental, social, and governance impacts.

UN Goals. Investors are increasingly applying these non-financial factors as part of their analysis process to identify material risks and growth opportunities. As this is an important core activity to be measured, we provide the service for Ventures and Incubators to help them get their proper reports before potential auditing.

6. Marketing And Advertisement

1. Communication

As a customer, you are authorized to use our logo, links, and more to inform about your activities with Quickers to third parties :D

2. Advertisement Campaigns

As a customer, you are authorized to use our logo, links, and more to promote your partnership with Quickers and to inform about your activities with Quickers :) 

3. Use of your logo on our website and or brochures

A logo or trademark is any photograph, word, or symbol used to identify a brand, service, or product. We need your permission to use your logo unless it is for editorial or information purposes, such as when a logo is used in a written article or is used as part of a comparative product statement.

Said so, as a customer you authorize Quickers Venture to use your logo in an advertisement campaign where examples of customers might be needed to support our value proposition with tangible examples, such as in our website's “Our Customers” section.

7. Program Services & Pricing

1. Program Services
   Quickers will provide, in such manner as it believes appropriate, support services to the incubator while the incubator participates in the Program. The services might include those specified in the Pricing Area Online that are visible at https://quickers.vc/services/en 

These services may include, among other things and without limitation:

1. QIP Business Plan Certification. Quickers staff may assist the incubator in preparing the “QIP Business Plan” to help its ventures (startups) complete their Business Plans and get certified throughout our platform.

• Technical Assistance. Quickers will provide the incubator with technical assistance. Technical assistance may entail one-on-one work between the incubator and an industry professional or member of Quickers staff to solve a specific problem. While technical assistance typically will be provided free of charge, Quickers may charge fees for certain services known as “consultancy services”. Quickers will advise the incubator of any such fees before the service is provided.
  
  

• Mentorship. Quickers might provide the incubator with industry mentors when needed, who will be experienced industry professionals who can provide personal and professional assistance. Mentors offer a broad range of advice and support and will serve as a resource for the incubator and startups in the intangible areas of starting a new incubator. Most of the mentor relationships will be conducted over the phone, via video conference, or online through Quickers Mentorship Program (QMP). Quickers will not charge the incubator for mentorship.
  
  

• Workshops. Quickers holds periodic workshops, sometimes in partnership with Universities, incubators, or Corporations. Workshops consist of classes or field trips designed to address fundamental aspects of the incubator or startup operations and assist the incubator or startup in applying the lessons to its own operations. Workshops might be free of charge. However, Quickers might charge the incubator for workshops while the incubator is a participant in the Program if those workshops are not intended to be free of charge. Quickers will advise the incubator of any such fees before the service or invitation to assist is provided.
  
  

• Pre-incubation Rates. There are no pre-incubation fees.
  
  

• Incubation Rates. There are, based on the selected plan, fees that can be found under Pricing Plans at www.quickers.com.
  
  

• University Freemium Plan. The University Freemium Plan is a complimentary subscription tailored for institutional incubators associated with officially recognized universities. It aims to foster community engagement and cultivate a vibrant culture of Business Administration within the university ecosystem offering a valuable discount compared to standard prices. However, we expect you to commit to the following aspects.

  • Financial Commitment Although this plan is provided free of charge, participating university incubators are expected to support their startups by allocating a minimum of 5000 Euros annually towards credits. These credits will be reinvested in activities benefiting the Startup Portfolio and managed through the "Quickers Credit System."
  • Initiating the Relationship The partnership begins with the execution of a Purchase Order, serving as the formal agreement to initiate the relationship. The date of the Purchase Order signing marks the commencement of the contract, setting the stage for future payment renewals. The university assumes responsibility for executing payment of the commitment fee, with all legal and payment requirements based on the signature date of the Purchase Order.
  • Payment Commitment The university commits to fulfilling the financial obligations outlined in the Purchase Order by making payments within the specified timeline.
  • Subscription Activation Activation of the subscription is contingent upon receipt of payment, transmission of the Tax Registration Number (TRN) code, or provision of proof of payment. However, the commitment to payment for the subscription is set at the PO Signature Day.
  • Late Payment Responsibility In the event of late payment, the university bears sole responsibility for any resulting loss of subscription days. The subscription period begins on the date of PO signature but will only be activated upon receipt of payment. The university acknowledges that any delay between the PO signature and payment to Quickers Venture will result in a deduction of subscription days. For instance, if the PO signature date is November 15, 2023, the university commits to making payment immediately via the Quickers Venture payment gateway. If the university pays on November 30, 2023, the lost subscription days will be 15. Access to the platform will commence on November 15. Should the university opt to pay via wire transfer, generated manual quote, invoice, or pro-forma invoice, immediate payment is expected. The university accepts the loss of days from PO signature to the payment date specified in the quote, pro-forma invoice, or invoice and pay the "Smart Penalty Structure" (see below) using the PO signature as the initial "Date when interest due" (see EU Late Payment Guidelines). Quickers Venture absolves itself of responsibility for any interruption or discontinuity of service resulting from late payments, placing the responsibility squarely on the university to ensure the timely fulfillment of financial obligations. Quickers reserves the right to suspend access to the University Subscription at any time if payment is not received promptly.
  • Smart Penalty Structure In addition to interest charges, the following smart penalties apply based on the duration of the delay:
    • First 30 Days Past Due: Reminder Notification with No Additional Penalty (Courtesy & Partnership Honor Period)
    • 31-60 Days Past Due: Late Payment Fee of 12.50% (from PO Signature) + 100 € Administrative Fees
    • 61-90 Days Past Due: Late Payment Fee of 12.50% (from PO Signature) + 100 € Administrative Fees + 300 € Legal Fees
    • Beyond 90 Days: Further Increase in Late Payment Fee Carrying Administrative Costs and Potential Legal Action (For further information on late payments, please refer to EU Late Payment Guidelines)
      

8. Quickers Credit System (QCS) is a system to buy credits that can be exchanged inside the quickers platform into specific Services such as but not limited to Legal Services, Accounting Services, Business Plan Consultancy, and more. For more information, refer to the Quickers Credit System (QCS) section inside www.quickers.com
   
   

9. Quickers Services
   During incubation, the incubator might require external services that can always be found here (https://quickers.vc/services/en) and might include - but are not limited to Accounting Services, Legal Services, or IT Services to develop for example an APP, a software product, or any physical product; just in those specific cases, and prior to the incubator approval, Quickers might bill the incubator’s use of the services at a reduced pre-incubation rate compared to market prices. In those cases, the incubator might request external quotes and can ask for a discount from Quickers on the lowest quote received. Quickers might accept or not deliver the service.
   
   

2. Adjustments by Quickers. Program services are subject to periodic review by Quickers. Quickers may at its sole discretion modify, remove, increase, or make other changes to the services provided to the incubator or other participants in the Program.

3. Services After QIP Graduation. the incubator may continue to receive technical assistance and attend workshops at discounted rates for program graduates as set out in the Rules.
   
   

8. Pricing & Fees

1. Incubation Prices as per described in https://quickers.vc/pricing/incubator/en 

2. Legal Fees. as per described in https://quickers.com/blogroll/venture-terms/en

3. Investment Fees. as per described in https://quickers.com/blogroll/success-fee/en

4. Equity Stake. There are no equity stakes. For selected ventures participating in the program, Quickers shall request Equity Stake as an investor with priority before any other investor.
   
   

9. Participant Commitments
   
   

1. Program Requirements. The incubator will participate in Program activities throughout one of the plans available on www.quickers.com. Many of the services Quickers provides are free of charge, however, we expect a commitment from every incubator to help the community and the Quickers Team to improve the experience of Business Administration. These activities include, without limitation:
   
   

1. Associated Professor Invitations for Quickers Managers: The incubator commits to collaborate with Quickers Managers to carry out professional activities at the university through a temporary or part-time dedication to help entrepreneurs, university students, and startups around the incubator area to better understand the culture of the business administration, fundraising mechanisms and responsibilities on debt and equity.

2. Goal Planning Meetings & Venture Area Updates. the incubator will meet with Quickers quarterly to review its startup progress against its pre-incubation or incubation plan, set goals and next steps, and connect with additional resources. These meetings are referred to as “Quarterly Incubation Meeting” and might be registered in the Incubator or Venture Area.

3. Annual Meeting. The Global Venture Meeting is organized by Quickers Venture in partnership with Universities, Venture Capital, Investors, Accelerators and Incubators to share best practices, fundraising opportunities, and geographical or industry expansion opportunities on behalf of startups. The incubator will attend group meetings with other Program Participants. Unless otherwise approved by Quickers in its sole discretion, the incubator may miss one Global Incubator Meeting with no penalty. After a second missed meeting, the incubator will be required to provide Event Organization Infrastructure at its physical offices or campus for the following Global Incubator Meeting. After three missed meetings Quickers may put the incubator on probation. After a fourth missed meeting, Quickers may dismiss the incubator from the Program.

4. Financial Disclosure. the incubator will maintain good records of its Startup activities and make these records available to Quickers throughout the Venture Area: Dashboard, Application Form, General Info, the incubator  Plan, My rounds, Team, Mentorship, Updates, Details, Gallery, Financials, Marketing, Operations, Investment room or Documentation. Every quarter end, the incubator will give Quickers customary evidence of the incubator startup's financial condition and ensure they upload the evidence in the Venture Documents area. Such evidence may include, without limitation, financial statements, bank records, and trade references. Upon request, the incubator will also furnish or authorize Quickers to obtain the incubator startup’s credit report from standard credit reporting agencies. All this information remains confidential and is needed to guarantee the highest quality for investors and the reputation of the Incubator.

2. Facilities Agreement and Rules. the incubator will sign and comply with the provisions of the Facilities Agreement and the Rules of the specific Incubator or Quickers Venture digital area.

3. Recommended Activities. the incubator will make its best efforts to participate in any additional activities recommended by Quickers staff and industry advisors, including, for example, Quickers fundraising events, annual festivals, and Program Participant group dinners.

4. General Process Overview and Standardized in Quickers.com:
   
   

The Quickers Process to build ventures:

10. Acknowledgments
    
    

1. No Guarantees. the incubator acknowledges that Quickers has not made and is not making any representations, warranties, promises, or guarantees of any kind about the incubator’s success, including, without limitation, representations about the incubator sales or profits or public awareness of the incubator. The incubator has made its own independent the incubator evaluation in deciding to enter into this Participation Agreement and engage in the Startup industry the incubator.

2. Independent of the incubator. The incubator is and will be an independent enterprise. Nothing in this Participation Agreement creates an employment, partnership, joint venture, fiduciary, or similar relationship between the incubator and Quickers for any purpose. Neither the incubator nor its Associates will be entitled to or eligible for any benefits that Quickers makes available to its employees, including, without limitation, coverage under any Quickers medical, dental, liability, or other insurance policies. 

3. Confidentiality. Data belongs to whoever is generating that data, specially Ventures and Incubators. However, Quickers collects, analyzes, and disseminates data about its programs in an anonymous way. Such work is intended to help Quickers evaluate the effectiveness of its programs, assist the incubator and startup better, comply with its external reporting obligations, and carry out its internal and external communication efforts. The incubator consents to Quickers using the incubator’s information and its venture portfolio information for data analysis and aggregation purposes and incorporating such information in its external reporting and communications activities in compliance with our PRIVACY POLICY & GDPR EUROPE. Quickers shall use the same efforts to keep the incubator’s financial, strategic and growth plan information confidential as it uses in protecting its own private information.

11. Termination
    
    

1. Termination by the incubator. The incubator may terminate this Participation Agreement at any time and the yearly fee is not reimbursable.
   
   

2. Termination by Quickers. Quickers will take the following steps if the incubator does not comply with this Participation Agreement. Quickers reserves the right to skip steps as it finds appropriate. 

1. Warning. A violation of any of the terms of this Participation Agreement may result in a verbal or written warning. Quickers will document warnings in the incubator’s file. Quickers will provide the incubator with an opportunity to fix the violation. Quickers may also require the incubator to take any other curative actions or pay any fines that Quickers, in its sole discretion deems necessary. 

2. Failure to Cure. If the incubator does not fix the violation, fails to take curative action required by Quickers, or commits a further violation of this Participation Agreement, Quickers may notify the incubator that continued failure to cure within a reasonable time period may result in termination of this Participation Agreement. 

3. Termination. If after taking steps (a) and (b), Quickers deems that the incubator has failed to cure any violation or violations, Quickers may, at its discretion, terminate this Participation Agreement. Such termination will be effective 30 days after delivery by Quickers to the incubator of a notice to that effect.
   
   

12. General Provisions
    
    

1. Entire Agreement; Amendment. This Participation Agreement, together with the Facilities Agreement and the Rules, is the entire agreement between the incubator and Quickers and supersedes prior or contemporaneous written and oral agreements, negotiations, correspondence, course of dealing, and communications between the incubator and Quickers relating to the same subject matter. Quickers rejects any term or condition in any letter, e-mail, or other documents which conflicts with or adds to this Participation Agreement. This Participation Agreement may be amended only as stated in a writing signed by both the incubator and Quickers which recites that it is an amendment to this agreement.
   
   

2. Severability. If any provision in this Participation Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.
   
   

3. Assignment. the incubator may not assign its rights or delegate its duties under this Participation Agreement to anyone else without the prior written consent of Quickers.
   
   

4. Waiver. Any waiver under this Participation Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Participation Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Participation Agreement.
   
   

5. No Third-Party Beneficiaries. This Participation Agreement is for the exclusive benefit of the incubator and Quickers and not for the benefit of any third party including, without limitation, any employee, affiliate, or vendor of the incubator or Quickers.
   
   

6. Notices. Notices and consents under this Participation Agreement must be in writing and delivered by quickers.com SaaS, e-mail, courier, or fax to the addresses registered in the Incubators Team Section.

7. Governing Law. This Participation Agreement is governed by Spanish law. The incubator  consents to the exclusive jurisdiction of the Comunidad Valenciana and the courts of Alicante.
   
   

8. Counterparts. This Participation Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by Quickers Website (online through the incubator  Venture Account) or PDF of executed counterparts constitutes effective delivery. 

Quickers Venture Services - Terms of Service

Date of Last Revision: 12th November 2023

Quickers builds technologies and services that empower entrepreneurs, businesses, startups, universities, incubators, accelerators, and individuals to connect with each other, build communities or businesses, and grow businesses responsibly. These Terms of Service (the "Terms") govern your use of Quickers Venture Services, which include messaging, voice, and video calling features, as well as any other products, features, apps, services, technologies, and software we offer (the Quickers Products or Products). These Products are provided to you by the Quickers Venture Online Builder Studio. These Terms, therefore, constitute an agreement between you and Quickers Venture.

1. Our Products and Services

Our Products enable you to connect with your friends and communities and to receive personalized content that we think may be relevant to you and your interests.

1.1 Provide, personalize and improve our Products:

Your experience on Quickers is unique to you: from the messages, calls, events, and other content you engage with to the groups and entrepreneurs and investors you join and features you use. For example, we use information about your connections, choices, and activities on and off our Products to personalize your experience.

For more information about how we use information to provide you with a personalized experience, please review our Privacy Policy.

1.2 Help you find and connect with people, groups, businesses, organizations:

We use information we have to make suggestions for you – for example, groups to join, events to attend, or people you may want to connect with like investors, mentors, universities, or entrepreneurs.

1.3 Discover content, products, and services:

We show you offers and other sponsored or commercial content to help you discover content, products, and services offered by businesses and organizations that use Quickers Products.

1.4 Express yourself and communicate:

Our Products provide many ways to express yourself or communicate with friends, family, and others about what matters to you - sharing status updates, photos, videos, stories, messages, voice, or video calls, creating events or groups, and adding content to your profile.

1.5 Engage in research to develop, test, and improve our Products:

We use advanced technologies such as artificial intelligence, machine learning, and augmented reality to improve our Products and ensure safety, regardless of physical ability or geographic location.

For more information about how we use your information to provide, develop, and improve Quickers Products, please review our Privacy Policy.

1.6 Promote safety, security, and integrity of our Products:

We work hard to maintain the security of our Products and services. We employ teams globally and develop advanced technical systems to detect misuse, harmful conduct, and situations where we can help protect our community.

For more information, please review our Privacy Policy.

1.7 Provide consistent and seamless experiences across Quickers Company Products:

We design our systems for a consistent and seamless experience across different Quickers Company Products based on your choices.

1.8 Communicate with you:

We may need to send you communications to respond to you or inform you about product-related issues, research, or our terms and policies.

1.9 Ensuring access to our Products:

To operate our global services, we need to transfer, store, and distribute content and data in the European Union. This use of global infrastructure is essential to provide our Products.

For more information about how we transfer, store, or process your information, please review our Privacy Policy.

2. How our services are funded

You can choose to use our Products for free. Quickers Venture Services gets funds from its own system of Quickers AI Credits, entrepreneurship teaching, professional engineering & software development, R&D in business administration, donations, and fundraising events.

To learn more about how we handle your information, please review our Privacy Policy.

3. Your commitments to Quickers and our community

We provide these services to you to help advance our mission of maintaining entrepreneurship 100% online & free for everyone worldwide. In exchange for these services, we need you to make the following commitments:

3.1 Who can use Quickers

When people stand behind their opinions and actions, our community is safer and more accountable. For this reason, you must use the same name that you use in everyday life. Additionally, we require that you provide accurate information about yourself.

3.2 What you can share and do on Quickers

3.2.1 Provide a safe and supportive community:

Quickers Venture Services prioritizes creating a safe and supportive environment. We do not tolerate bullying, harassment, threatening behavior, or any content that negatively impacts the well-being of others. Hate speech or content promoting violence or discrimination is strictly prohibited.

3.2.2 Keep your personal information secure:

Automated collection of users' content or information without permission is not allowed. Respect for privacy and the security of personal information is paramount.

3.2.3 Follow the law:

Your use of our Products must comply with all applicable laws and regulations. Engaging in unlawful or fraudulent activities is strictly prohibited.

3.2.4 Keep Quickers accurate and up-to-date:

Providing false, misleading, or inaccurate information is not permitted. We encourage accurate representation on our platform.

3.2.5 Act professionally:

Professional behavior is expected. Inappropriate or unprofessional conduct is not supported.

3.2.6 Respect others' rights and trademarks:

Unauthorized use of copyrights, trademarks, domain names, logos, or other intellectual property rights is not allowed.

3.2.7 Keep our global community secure:

Quickers Venture Services is to be used for legal and authorized purposes. Compliance with all applicable laws and regulations is mandatory.

3.2.8 Representing a business on Quickers Venture Services:

Businesses using Quickers Venture Services must provide accurate and up-to-date information about their operations.

3.2.9 Compliance with advertising policies:

While ads are not part of Quickers Venture Services' funding model, adherence to advertising policies is crucial for any commercial activities on the platform.

4. Limits on using our intellectual property

Content covered by intellectual property rights retained by Quickers must not be used without prior written permission. Modifications, derivative works, decompilation, or attempts to extract source code are strictly prohibited.

5. Additional provisions

5.1 Updating our Terms:

As we continuously improve our services, updates to these Terms may be necessary. Users will be notified in advance, and acceptance of updated Terms is required to continue using our Products.

5.2 Account suspension or termination:

Quickers Venture Services aims to maintain a welcoming and safe community. If violations of terms or policies occur, appropriate actions will be taken to protect the community and users.

We appreciate your commitment to making Quickers Venture Services a positive and thriving community. Your adherence to these commitments helps us create a platform that fosters collaboration, innovation, and meaningful connections. Thank you for being a part of Quickers Venture Services.