Investee terms - Covesta™

These terms were last updated on 1st August 2023

1. Introduction to these Investee Terms

These Investee Terms and the Engagement Letter govern the contract between Covesta and each Investee, and set out various terms that apply where an Investee accesses the Platform as well as in connection with any Investments made in the Investee.
In registering forand being accepted for an Account, each Investee hereby agrees to these Investee Terms in full, and these Investee Terms and the Engagement Letter shall apply to the exclusion of any other terms and conditions, including any terms and conditions provided to Covesta or which accompany any correspondence.
Covesta reserves the right to amend these Investee Terms from time to time and shall notify each Investee of any such changes before they take effect. Each Investee will be bound by any such changes if the Investee continues to use thePlatform, however each Investee is free to cease using the Platform if it does not wish to accept any such changes. Users may not make changes to these Investee Terms without the express written agreement of Covesta.

2. Accounts and information

In order to use the Platform and seek Investments, each Investee must apply for and be accepted by Covesta for an Account.
In applying for an Account, each Investee warrants, represents and undertakes that:
1. all information supplied as part of the Account setup process is true and accurate and that it shall keep all such information up to date at all times using the functionality in its Account dashboard;
2. it will comply with all on-boarding and anti-money laundering requirements that Covesta may have from time to time, further details of which can be found on the Platform; and
3. it is legally entitled to offer any InvestmentOpportunity that it presents to Investors, and no such Investment Opportunity shall cause the Investee to be in breach of any arrangement with a third party.
All Account applications shall be approved or rejected by Covesta at its sole discretion. Whilst Covesta may choose to disclose why particular applications are not successful, it shall not be obliged to do so.
Once an Investee’s application has been approved it will be provided with password credentials and invited by Covesta to set up an Account.

3. Platform access

Once an Account is set up, and subject to the Investee at all times complying with the Agreement, Covesta hereby grants to the Investee a non-exclusive, non-transferable right for the duration its Account remains active, to access and use the Platform.
In accessing the Platform, each Investee shall:
1. not sub-license, transfer or loan the Platform or otherwise make it available to or use it to provide services to any third party;
2. ensure that its password credentials are kept secure and confidential;
3. not make any copies of, disseminate or use the Platform or any part of it in any way;
4. prevent unauthorised access to the Platform;
5. comply with all applicable laws in connection with its activities in connection with the Platform, including any Investment Opportunities presented to Investors;
6. not copy, create derivative works based on, disassemble, decompile or reverse engineer the whole or any part or element of the Platform, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties;
7. not access the Platform or any part of it in order to develop a competing product or service;
8. not use the Platform to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes intellectual property rights or other rights, gives rise to any cause of action against Covesta in any jurisdiction or is otherwise unlawful; and
9. not transmit, introduce or permit the introduction of any malicious software or vulnerability in the course of its use of the Platform.
For the avoidance of doubt, no Investee shall have any rights to access or use the object code or source code of the Platform.
Covesta may suspend an Investee’s access to the Platform at any time if Covesta identifies a legal, technical, operational or security risk associated with that access or if Covesta considers that the Investee is in breach or is likely to be in breach of the Agreement.

4. The platform

Covesta shall use its reasonable endeavours to:
1. make the Platform available; and
2. to ensure that the Platform operates materially as described on the Covesta Website.
In the event of a failure by Covesta to comply with Section 4.1, Covesta shall use its reasonable endeavours to remedy the relevant issue, which shall be the Investee’s sole and exclusive remedy for such failure to comply.
Notwithstanding any other term of the Agreement, Covesta does not warrant or represent that:
1. the Platform will be free from faults, interruptions, vulnerabilities or errors;
2. the Platform will be available 100% of the time; or
3. the Platform will be compatible with any specific devices or software.
Each Investee accepts responsibility for the selection of the Platform to meet its requirements and to achieve its intended results, for results obtained from the use of the Platform by the Investee on its behalf and for conclusions drawn from such use.
Notwithstanding any other provision in the Agreement, Covesta shall have no liability whatsoever as a result of an Excluded Event.
The Platform includes reporting functionality that allows each User to report issues with the Platform or any content on the Platform.

5. How to pitch for investment

General
1. The Investee acknowledges and confirms that:
  1. the Platform is designed to connect the Investee to Users, but that Covesta does not give any guarantee or other commitment that the Investee’s access to the Platform or submission of a Pitch will lead to any particular outcome, an Investment or receipt of any level of Funds;
  2. Covesta is not under any obligation to procure or otherwise arrange any Investments (including in the Investee);
  3. Covesta works with other businesses seeking investment from time to time, some of which may compete with the Investee, and nothing in the Agreement or the Platform shall prevent Covesta from doing so;
  4. the failure of an Investment Opportunity to reach the Funding Threshold will mean that the particular Investment Opportunity will not proceed further and the Investee will not receive an Investment in respect of that Investment Opportunity;
  5. the Contract (as defined below) is conditional upon the Investee and the relevant Investor satisfying certain conditions as set out herein. Covesta has no control over and is not liable for the satisfaction of such conditions, including the receipt by the Investee of any Funds; and
  6. it is solely responsible for its own accounting, tax and legal affairs in connection with the operation of its business and each Investment Opportunity, including submitting all necessary forms and satisfying relevant filing requirements from time to time (including, without limit, Companies House requirements (or equivalent) or forms and processes associated with tax relief offered as part of an Investment Opportunity (e.g. EIS or SEIS).
Pitches
1. From time to time Investees may submit aPitch via the Platform. Covesta reserves the right to reject a Pitch at its sole discretion, though it does not provide any quality control or other approval process to ensure that Pitches are suitable for their intended recipients.
2. Each draft Pitch will:
  1. be in final form;
  2. set out the Investment Opportunity in full; and
  3. contain such other information as Covesta may stipulate from time to time via the Platform.
3. Once approved by Covesta, Pitches may be made available to all Users or to a selected group of Users via the inbox function on the Platform. Covesta and the Investee will jointly agree an approach (and for the avoidance of doubt a Pitch will not go live until such agreement is reached).
4. Once a target group of Investors is determined, the Pitch will go live on the Platform, be available for view by relevant Investors via the inbox function on the Platform and the Offer Period will commence.
5. The Investee will not be entitled to alter the content of a Pitch once the Offer Period has commenced without the prior consent of Covesta, however the Investee may post updates from time to time via the Platform which will be available to relevant Users. Where the Investee requests that Covesta edits a Pitch, then Covesta may agree or reject such request at its sole discretion. Where Covesta agrees to edit a Pitch it will inform relevant Users of the changes made via the Platform.
6. The Investee may only make a Pitch available via the Platform and shall not make a Pitch or its component information available to any third party via any means other than the Platform.
7. The information in each Pitch is supplied directly by the Investee to Investors, using the Platform as a means of delivery. The accuracy of information in each Pitch is the Investee’s responsibility in full and the Investee warrants, represents and undertakes that all information supplied in connection with a Pitch is true and accurate in all respects and does not omit relevant information or otherwise misleadInvestors (viewed in Covesta’s opinion). Covesta cannot and does not take responsibility for such information or guarantee that any such information is true and accurate.
Offer Period
1. Each Investment Opportunity will run for a stated Offer Period, which will be set out in the Pitch.
2. The Investee may extend the Offer Period via the Platform on two occasions for an additional period of up to 30 days in each case.
3. Covesta may reduce or extend the Offer Period at its sole discretion and in such instances will notify the Investee and relevant Users via the Platform.
4. The Investee shall be entitled to withdraw a Pitch in full at any time during the Offer Period, subject to Covesta’s prior approval and to Section 6.1.2.
5. The withdrawal of a Pitch during an OfferPeriod (whether by the Investee or Covesta pursuant to the rights in theAgreement) will automatically cancel any and all Offers that may have been made up to the date of cancellation. Once withdrawn, a Pitch may only be reinstated with Covesta’s prior approval (to be given or withheld at its sole discretion)and where reinstated a new Offer Period will commence (as set out in the reinstated Pitch).
6. The Offer Period will end automatically on its designated end date (as may be amended per Section 5.2.2).
7. Each Investor will have the opportunity to conduct due diligence on each Investment Opportunity during the relevant Offer Period, and the Investee commits to facilitate this. This may comprise the Investor reviewing information in the Pitch, or having access to the Investee’s constitutional and shareholder documentation (e.g. articles of association and shareholders agreements (if any)), and the Investee shall make all such information and documentation available by the Platform as may be reasonably requested. In the event that the Investee fails to do so, Covesta may (at its sole discretion):
  1. provide a reminder to the Investee to supply the relevant information or documentation; or
  2. withdraw the Pitch and cancel the Investment Opportunity in full.
8. The Investee shall, using Platform functionality, log all off-Platform investment commitments it receives during the Offer Period which affect or may affect the Investment Opportunity.
Offers and acceptance
1. Each Investor who is given access to a Pitch, or Manager acting on their behalf, shall be entitled to make an Offer during the Offer Period, which will be fully revocable and/or capable of amendment by the Investor or Manager at any time prior to the Closing Date.
2. Each Offer must:
  1. before a subscription to or purchase of a specified number of shares by an Investor at the share price set out in the Pitch; and
  2. be addressed to the Investee via the process in the Platform.
3. Each Offer is an offer made by an Investor directly to the Investee with respect to the Investment Opportunity only, and is not and shall not be treated as an offer to Covesta.
4. At the Closing Date, and provided that the relevant Investment Opportunity has achieved the Funding Threshold and is not Oversubscribed (as to which see Section 5.5 below), any Offers which have not been withdrawn by an Investor, or a Manager acting on their behalf, will become binding on each relevant Investor and the Investee, and a Contract shall come into force between the Investor and the Investee. This means that all Offers that have not been withdrawn at the Closing Date will commit the relevant Investor to purchase, and the Investee to allot or transfer, those Securities that are the subject of the Offer.
5. The information submitted by each Investor is supplied directly by the Investor to Investees, using the Platform as a means of delivery. The accuracy of information submitted by each Investor is the Investor’s responsibility in full and Covesta cannot and does not take responsibility for such information or guarantee that any such information is true and accurate.
Oversubscribed Investment Opportunities
Where an Investment Opportunity is Oversubscribed, Offers which have not been withdrawn at the Closing Date shall not become binding, and instead the Investee in conjunction with Covesta may (communicating the same via thePlatform):
1. offer to relevant Investors to reduce each Offer pro rata so that the total sums committed by relevant Investors is reduced to match the total funding sum sought by the Investee in the Pitch, with each Investor receiving a pro rata stake in the Investee that matches their lower Investment commitment (but which remains relative in percentage terms to sums committed by other Investors); or
2. revise and resubmit its Pitch to reflect a change in the number of Securities available and the funding amount sought,
and in each case Covesta may extend the Offer Period for such period as it shall see fit, in order to give Investors additional time to consider the revised proposal and during which the process in this Section 5 will be repeated with respect to the revised Investment Opportunity.
Completion
1. The Contract shall be binding on the Investor and the Investee, subject to satisfaction of the following conditions:
  1. the information in the Pitch is true and accurate at the Closing Date in all material respects;
  2. the Investee confirming to the Investor via the Platform that there has not been a Material Change during the Offer Period;
  3. the Investor, or a Manager acting on its behalf, having received the confirmations in Sections (a) and (b) above, transfers or arranges the transfer of any relevant Funds to such account as the Investee shall direct, using such payment method as is described in the Pitch;
  4. following receipt of the Funds, the Investee shall allot or transfer the Securities to the Investor;
  5. following receipt of the Funds, the Investee and the Investor enter into such other documentation as may be necessary to effect the Investment; and
  6. receipt of fees due to Covesta from the Investee.
2. The Contract shall only be deemed complete once all of the conditions referred to above have been satisfied in full to Covesta’s satisfaction, and the Investee undertakes to cooperate with Covesta to enable it to determine the same. Covesta requires a similar commitment from Investors.
Material Changes
1. In the event that the Investee confirms via the Platform that there has been a Material Change during the Offer Period, the relevant Contract shall have no further effect, and the Investee will be invited to supply further details and resubmit its Pitch with amended details.
2. In such instances, Covesta may:
  1. extend the Offer Period for such period as it shall see fit, during which the process in this Section 5 will be repeated with respect to the revised Investment Opportunity; or
  2. cancel the Investment Opportunity in full or in part,
  in each case communicating the same via the Platform.
Failure to complete
1. In the event that the conditions referred to in Section 5.6.1 are not satisfied to Covesta’s satisfaction within the Funding Period, Covesta may:
  1. provide reminders to the parties, either directly or via the Platform;
  2. extend a further deadline for satisfaction of any outstanding conditions, which will be communicated to relevant parties via the Platform; or
  3. cancel the Investment Opportunity in full or in part, which will be communicated to relevant parties via the Platform. In such instances the Contract shall no longer be binding on either the Investor or the Investee, and to the extent any Funds have been transferred to the Investee by an Investor, then the Investee shall immediately return all such funds in full to the relevant Investor.
  in each case communicating the same via the Platform.
2. Indemnity
  Covesta’s role in each Investment is limited to those services supplied via the Platform. Covesta is not a party to and shall have no liability under any Contract. Accordingly, the Investee shall indemnify Covesta at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Covesta as a result of or in connection with: (i) an Investee’s failure to observe the terms of a Contract;(ii) the Investee’s obligation to return Funds pursuant to Section 5.7.1(c); and (iii) any steps the Investee may take to enforce the terms of the Contract.

6. Covesta charges

In consideration of the grant of access to the Platform and related abilities to present Investment Opportunities to Users, the Investee shall pay:
1. a listing fee of £500, fully recoupable against sums falling due under Section 6.1.2; and
2. a sum equal to 5% of each Investment Opportunity. Such sum shall fall due at the Closing Date, and is payable by the Investee during the Funding Period as a condition to completion of the Contract (per Section 5.5.1).
In the event that a Pitch is withdrawn prior to the end of the Offer Period or an Investment Opportunity does not achieve the Funding Threshold, then the sum referred to in Section 6.1.1 shall not be refundable and Covesta shall retain it in full.he Investee acknowledges that this sum represents the value expended by Covesta in arranging the Investment Opportunity.
Covesta shall submit an invoice for the fees above via the Platform.
All charges and payments to be made by the Investee under the Agreement shall be exclusive of VAT, which shall be payable by the Investee in addition, wherever relevant at the rate and in the manner from time to time prescribed by law.
All amounts due to Covesta under the Agreement shall be paid in full without any set-off, abatement, cross claim, deduction or withholding of any kind other than as required by law. Where any deductions from payments are required by law, the Investee shall pay such grossed-up amount to Covesta as is required to ensure Covesta is not detrimentally affected by the deduction required to be made.
If the Investee fails to make any payment when due, Covesta may charge interest at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly.
If payment of any amount due from the Investee is overdue by three Business Days or more, Covesta may (without prejudice to any other rights it may have):
1. suspend access to the Investee’s access to the Platform in whole or in part;
2. deactivate the Investee’s Account; or
3. withdraw any live Pitches and/or cancel any Investment Opportunities (including those within the Funding Period).

7. Regulatory information

The Covesta service involves use of the Platform to arrange Investments. In connection with each Investment, Covesta is therefore undertaking arranging activity with respect to each Investee’s fundraising activity and the relevant Investor’s acquisition of Securities. Covesta (FRN:998013) is undertaking such arranging activity as an appointed representative of Sturgeon Ventures Limited, who in turn is authorised and regulated by the Financial Conduct Authority (FCA) (FRN:452811).
Covesta does not give any advice or recommendation to Investees with respect to Investment Opportunities, commercial, legal or regulatory risk or tax treatment, and accepts no liability for the contents of any Pitch, for the acts or omissions of the Investee, an Investor, or for the performance of any Investment. Covesta recommends that the Investee obtains its own advice in connection with each Investment Opportunity, including to satisfy itself that all information supplied by an Investor is true and correct and that the Investee has properly understood the implications of the allotment or transfer of Securities to an Investor.
Covesta does not hold money or assets for Investees or Investors at any time.
In submitting a Pitch the Investee confirms that it is not engaging in a “public offer” as that term is used in s. 755 of the Companies Act. Covesta is not liable for any claim, determination or decision by a court, regulatory body or other authority that conflicts with that, and the Investee shall indemnify Covesta at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Covesta as a result of or in connection with any such claim, determination, decision or similar.
As a result of the nature of the Investors and Managers, Covesta confirms that the content of each Pitch has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on each Pitch for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. Please refer to each Pitch which will also state this information.

8. Liability

Subject to Sections 8.2 and 8.4, the total aggregate liability of Covesta in respect of all claims of any kind arising in connection with the Agreement (including any Investment Opportunity or Investment made pursuant to it), shall be limited to a sum of £1000 in any calendar year. Where there is a series of related claims, they all shall be deemed to arise in the calendar year in which the first of such claims arose.
Notwithstanding any other provision of the Agreement, but subject to Section 13.4, Covesta shall have no liability, in each case whether suffered by an Investee or any third party, for any:
1. direct or indirect loss of or damage to:
  1. profit;
  2. revenue;
  3. business;
  4. contracts;
  5. opportunities
  6. anticipated savings;
  7. data;
  8. goodwill;
  9. reputation;
  10. use; or
  11. costs of wasted management or staff time; or
2. indirect or consequential loss or damage; or
3. loss or damage suffered by the Investee as a result of a claim brought by a third party.
The parties agree that each of the sub-clauses in Section 13.2 and each of the sub-paragraphs 13.2.1(a) to 13.2.1(k) constitute separate terms and the introductory wording of Section 13.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within Section 13.2 or otherwise.
Covesta’s liability shall not be limited or excluded by any provision of the Agreement or otherwise to the extent prohibited or limited by law and in particular nothing shall exclude or limit its liability:
1. for death or personal injury caused by its negligence to the extent prohibited by law; and
2. for fraudulent misrepresentation or other fraud.
The only warranties, representations, undertakings and other commitments given by Covesta are those set out expressly in the Agreement. All other duties, warranties, conditions, terms and liabilities in respect of the Platform, an Investment Opportunity or an Investment (including without limitation terms implied by statute, common law or otherwise) are excluded except to the extent such exclusion is prohibited or limited by law.
In addition, Covesta makes no commitment and shall have no liability whatsoever in relation to any claim or statement made by an Investor or an Investee, including the tax treatment of any Investment Opportunity or a or any subsequent Investment, the application of possible taxation benefits (e.g. EIS and SEIS), the likely approach of HMRC or any other regulator or any individual circumstances of a User or an Investee which may affect such matters.

9. Deactivation of account

Each Investee may deactivate their Account at any time, provided that they have not offered an Investment Opportunity that has entered the Funding Period.
Covesta may deactivate an Investee’s account at any time at its sole discretion.
Unless Covesta needs to deactivate an Investee’s account on short notice, Covesta will generally aim to give reasonable notice in advance of an Investee Account deactivation.
It is each Investee’s responsibility to ensure that any data held within an Account is exported to a location of the Investee’s choice prior to Account deactivation. Covesta reserves the right to delete all data held within an Account once the account is deactivated.
Upon Deactivation of an Investee’s Account, all Offers made by Investors in respect of the Investee’s Investment Opportunities that have yet to reach their Closing Date shall automatically be withdrawn and shall have no further effect.
Deactivation of an Investee’s Account shall not affect:
1. any right or liabilities which have accrued prior to the date of its termination or expiry; or
2. the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination or expiry.

10. Data

Covesta takes its role with respect to Investee data very seriously.
Any personal data processed by Covesta will be processed in accordance with the Covesta Privacy Notice, which you can view here.

11. Intellectual property

Notwithstanding any other provision of the Agreement, all Intellectual Property Rights in the Platform or arising from any other services provided by or on behalf of Covesta belong to Covesta and/or its licensors exclusively and a User shall have no rights in relation to them other than the limited rights of access and use granted in accordance with the express terms of the Agreement. If notwithstanding this, any Covesta Intellectual Property Rights are acquired by an Investee (including any new right), the Investee hereby assigns all such Intellectual Property Rights to Covesta.
The Investee grants Covesta a non-exclusive, royalty free licence to display Investee Materials to the extent supplied by the Investee in connection with a Pitch. To the extent that the Investee obtains any such Investee Materials from a third party, the Investee undertakes to obtain all such necessary licences or permits as may be required to allow the use of the relevant Investee Materials in connection with a Pitch.
Notwithstanding any other provision of the Agreement, the Investee shall indemnify Covesta at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Covesta in connection with any claim that the use of Investee Materials in connection with the Platform infringes the Intellectual Property Rights or any other rights of a third party.

12. Force majeure

Covesta shall not be liable (and shall not be in breach) for any delay in or failure to perform its obligations under the Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of Covesta or of any other party), acts of God, epidemics, pandemics, civil emergencies, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction, judgment or court order or export or import restriction, failure of any government or public authority to grant a necessary licence or consent, accident, failure or breakdown of plant, machinery, systems or vehicles, natural disasters, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections or default of suppliers or sub-contractors (“Force Majeure Event”) and any timescales or dates for performance of such obligations shall be extended to take account of the impact of the Force Majeure Event.

13. Confidentiality

Without prejudice to Covesta or an Investee’s other rights and remedies, Covesta and each Investee shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of the Agreement or pursuant to an Investment Opportunity) without the other’s written consent.
Nothing in the Agreement shall prevent a party from disclosing Confidential Information:
1. to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under the Agreement or in connection with an Investment Opportunity provided that such party shall procure that such officers and employees comply with the provisions of this clause;
2. to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and
3. as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority.

14. Assignment and sub-contracting

Covesta shall be entitled to assign, novate, charge, sub-contract or hold on trust for another all or any of its rights and obligations under the Agreement. An Investee shall enter into any documentation reasonably required by Covesta in order to effect any such transfers to third parties.
An Investee shall not without the prior written consent of Covesta assign, novate, charge, sub-contract or hold on trust for another all or any of its rights and obligations under the Agreement.

15. Notices

Any notice given under the Agreement shall be in writing (but excluding fax transmission) and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address. The address of a party for service of notices is: (i) with respect to an Investee, the address registered to the Investee’s Account; (ii) with respect to Covesta, is Brooks House, Alexander Place, 13 - 17 Princes Road, Richmond, England, TW10 6DQ. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, forty-eight hours from the date of posting. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
Each of Covesta and an Investee agrees that without preventing any other mode of service permitted by any rule of court, any document in any proceedings (including but not limited to any claim form or other originating process) maybe served on any party by being delivered to or left for that party at its postal address for service of notices under Section 15.1 and each undertakes to maintain such an address at all times in the United Kingdom and to notify the other in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notices under Section 15.1.

16. General

Without prejudice to its other rights and remedies Covesta shall be entitled but not obliged at any time or times without notice to an Investee to set off any liability of the Investee to Covesta against any liability of Covesta to the Investee (in either case however arising) whether any such liability is present or future, liquidated or unliquidated.
These Investee Terms together with the Engagement Letter constitute the entire agreement and understanding of the parties and supersedes any previous agreements or understandings between them, whether written or oral, with respect to the arrangements contemplated by these Investee Terms and the Engagement Letter.
Each of Covesta and an Investee acknowledges and agrees that:
1. In connection with the Agreement it does not rely on and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made) or understanding of any person (whether party to the Agreement or not) which is not expressly set out in the Agreement; and
2. no party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement, representation, warranty or other term which is expressly set out in the Agreement.
Nothing in Section 16.3 shall, however, operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
No provision of the Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Agreement or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies. No waiver shall be effective unless and until in writing and signed by the relevant party or on his behalf by a duly authorised representative. A waiver of aright or remedy on one occasion shall not constitute a waiver of the same right or remedy in the future.
If any term of the Agreement shall be declared to be invalid or unenforceable in any respect, insofar as it is severable from the remaining terms, it shall be deemed omitted from the Agreement and the validity and enforceability of the remaining terms of the Agreement shall not as a result in any way be affected or impaired.
Nothing in the Agreement shall be:
1. deemed to constitute a partnership, joint venture, representative or agency relationship between the parties to it; or
2. construed or have effect as constituting any relationship of employer and employee between the parties.
No party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.

17. Governing law and jurisdiction

The 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. Each of Covesta and the Investee irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

18. Definitions and interpretation

In these Investee Terms, unless expressly stated to the contrary:
Account means an account registered and accepted on the Covesta Platform;
Agreement means the Engagement Letter and these Investee Terms;
Applicable Law means all applicable laws, regulation, guidance, codes of practice or similar, which apply to or otherwise govern the Agreement, the Platform, a Pitch, Investment or Investment Opportunity, or the acts or omissions of Covesta or an Investee from time to time;
Business Day means a day other than a Saturday or a Sunday or a public holiday in England and Wales;
Closing Date means the date on which the Offer Period comes to an end and on which all Offers that have not been withdrawn will become a binding commitment on both the Investor and the Investee, as set out in these Investee Terms. The Closing Date will be set out in each Pitch;
Confidential Information shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from Covesta or an Investee in connection with the Agreement, a Pitch, Investment Opportunity or Investment. Confidential Information shall not include information which:
1. at the time of disclosure is in the public domain;
2. after disclosure becomes part of the public domain otherwise than by breach by a party of theAgreement;
3. was already in the possession of the receiving party at the time of disclosure;
4. was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or
5. is trivial and/or obvious;
Contract means a conditional (as set out in these Investee Terms) contract between an Investor and an Investee, pursuant to which the Investee shall allot or transfer Securities to an Investor in exchange for payment of the Funds;
Covesta means Covesta Limited (registered number 13292589) a company incorporated in England and Wales whose registered office is at Brooks House, Alexander Place, 13 - 17 Princes Road, Richmond, England, TW10 6DQ;
Covesta Website means https://www.covesta.com;
Engagement Letter means the letter of engagement between Covesta and the Investee;
Excluded Event means (i) incompetence, misuse or other error of a user of the Platform or erroneous or incorrectly prepared data of any kind; (ii) failure to access or use the Platform in accordance with the Agreement or Covesta’s instructions; (iii) any change, addition or variation to the Platform or its operating environment outside Covesta’s normal procedures made by or at the request of an Investee; (iv) any change, addition, variation or repair to the Platform other than those carried out by Covesta;(v) use of the Platform in combination with other systems, software or equipment of an Investee (or any third party) not approved by Covesta; (vi) any telecommunications network defect, delay or failure or failure of an Investee’s hardware or other systems; and/or (vii) any failure in performance of the Platform or its availability caused by matters other than the hardware, software, networks, databases and other information technology equipment owned or controlled by Covesta;
Funding Period means the period of 10 Business Days from the Closing Date, or such other period as Covesta shall determine at its absolute discretion;
Funding Threshold means the minimum total funding commitment, which may comprise one or more Offers, that is required for an Investment Opportunity to proceed to the Funding Period, as set out in a Pitch;
Funds means the amount to be paid by the Investor pursuant to the Contract, plus any applicable fees and taxes (including stamp duty where payable);
Group Company means, in relation to a party, any group undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time;
Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
Investee means an entity seeking to raise funds from Investors via the Platform, and which has an Account. The Investee in each case will be identified in the relevant Pitch documentation;
Investee Materials means all data, materials, documentation, logos, designs, drawings and similar, along with all Intellectual Property Rights therein relating to the Investee and its business;
Investment(s) means any investment made by an Investor pursuant to an Investment Opportunity. An Investment may involve the subscription or acquisition of Securities, or such other structure as maybe described in a relevant Pitch from time to time;
Investment Opportunity means the investment deal on offer from an Investee, as further described in a Pitch, and which may include details of share price, total commitment sought, Funding Threshold, Offer Period, Closing Date and class and rights associated with the shares offered;
Investor means a person given access to the Platform with a view to that person potentially acquiring Securities in an investee listed on the Platform and who has entered into an investor agreement with Covesta;
Manager means an investment manager (person or entity) acting on behalf of an Investor or group of Investors in connection with the Platform and Investment Opportunities;
Material Change means an event or series of events that alters the Investment Opportunity or the value to be derived from it, or which may do so in Covesta’s reasonable opinion, and which may include the acquisition or sale of an interest in the Investee, a reorganisation of the Investee, the entry into or termination of material contractual arrangements or other similar event;
Offer Period means the period in which Offers may be made in response to an Investment Opportunity, commencing on the commencement date in the relevant Pitch and ending on the Closing Date;
Oversubscribed means where an Investee receives Offers in respect of a specific Investment Opportunity which, at the Closing Date, in total amount to a higher monetary sum than the total monetary commitment sought as the Investment Opportunity;
Pitch means a pitch made by an Investee via the Platform to Users, setting out details of the Investment Opportunity as well as further information about the Investee;
Platform means the Covesta Platform, as updated or modified from time to time, and available at https://www.covesta.com;
Securities has the meaning given to it in s.783 Companies Act 2006; and
User means an Investor or a Manager, as the case may be.
References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
The headings in these Investee Terms are for ease of reference only and shall not in any way affect its construction or interpretation.
Reference to a party to this Agreement shall be deemed to be a reference to Covesta or an Investee (as the case may be) and shall include its personal representatives, successors in title and permitted assigns.
Unless expressly stated to the contrary in these Investee Terms:
1. words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
2. the words and phrases “other”, “including”and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

Investee terms of use