Terms of Use

Konvi Limited, a company incorporated in Ireland whose registered office is at Workhub, 77 Lower Camden Street, Dublin, D02 XE80, Ireland, with registered number 683014 (hereinafter referred to as ‘Konvi’ or ‘we’) hereby sets out the terms and conditions upon which Konvi offers a Konvi user (whether registered or not as a Konvi member) (herein referred to as ‘you’ or‘your’) a licence to use the Konvi website and application (the Konvi Platform) (the ‘terms’) and enables you to make investments in fractional ownership interests in alternative assets (Investments) through the Konvi Platform. These terms incorporate the Cookie Policy, Privacy Policy and Your Membership Agreement and the Konvi Client Agreement (together the ‘Konvi Agreement’). Unless otherwise indicated, all definitions used in the Membership Agreement or Konvi Client Agreement (as applicable) shall apply to these terms. The Konvi Platform is not covered by any deposit guarantee scheme established in accordance with Directive 2014/49/EU and assets acquired through the Konvi Platform are not covered by the investor compensation scheme established in accordance with Directive 97/9/EC.

1. Application and Registration

1.1. By using the Konvi Platform, you expressly agree to be bound by these terms and all applicable laws and regulations governing the Konvi Platform. These terms form a legally binding agreement between you and Konvi and apply to all Konvi users of the Konvi Platform who may also be contributors of user-generated content (UGC) posted on the Konvi Platform. You should read these terms carefully and ensure that you understand their effect before proceeding to use the Konvi Platform. If you disagree with any part of these terms, do not use the Konvi Platform. If you violate these terms, Konvi may terminate your use of the Konvi Platform, bar you from future use of the Konvi Platform and/or take appropriate legal action against you.

1.2. When you apply to be an Investor, we will require certain information from you, which you authorize us to verify via third parties, including information that we in our sole and absolute discretion determine is necessary to meet our obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 (as amended) and other applicable anti-money laundering laws. You warrant and represent to us that all information provided to us in the course of your registration and use of the Konvi Platform is true and accurate in all respects. You agree to promptly update such information if it changes.

1.3. We use our own internal guidelines and policies when assessing Investor registration applications, and we have sole and absolute discretion as to whether we will allow you to register as an Investor and make use of the Konvi Platform. If you do not provide us all appropriate information and documentation, you will not be permitted to use the Konvi Platform.

1.4. As part of the registration process, you must set up an account on the Konvi Platform (your “Konvi Platform Account”) for the purpose of collecting and providing information relating to your activity on the Konvi Platform and your Investments. Your Konvi Platform Account does not hold any funds and does not constitute a payment account or bank account.

1.5. On registering with us, you must provide a display name, password, email address and the answers to security questions. To access your Konvi Platform Account you will need to enter your email address, password, and/or may need to answer one or more security questions. Your email address and password are personal to your Konvi Platform Account and are not transferable. Your display name will be visible to other users of the Konvi Platform. As such, display names which may be deemed to be offensive, misleading, disruptive or promotional should not be chosen. Konvi, at its sole discretion, reserves the right to edit display names without prior notification or consultation.

1.6. You must keep your password and the answers to security questions confidential and secure at all times. You are responsible for all information and activity on the Konvi Platform by anyone using your account. In addition, if you authorise an employee, subcontractor or agent to use your Konvi Platform Account you will be responsible for their activity. Any breach of security, loss, theft or unauthorised use of a display name, email address, password or security information must be notified to us immediately.

1.7. You agree not to adapt or circumvent the systems in place in connection with the Konvi Platform, nor access the Konvi Platform other than through normal use.

1.8. We reserve the right not to act on your instructions where we suspect that the person logged into your Konvi Platform Account is not actually you or we suspect illegal or fraudulent activity or unauthorised use.

1.9. We reserve the right to terminate or limit your use of the service for violating any of the prohibitions listed above.

2. Relationship to other agreements

2.1. During the course of your use of the Konvi Platform, you may choose to agree to be bound by certain other agreements. Nevertheless, the Konvi Agreement will continue to apply to you for as long as you continue to visit and use the Konvi Platform. However, if it turns out that there is a conflict between the Konvi Agreement and a later agreement executed by you, the latter agreement to be executed by you shall take precedence.

3. Investment Information and Collective Investor Voting

3.1. Konvi will carry out due diligence on each Investment ("Due Diligence") and gather the resulting information for review by Konvi for the purpose of deciding whether or not to list an Investment on the Konvi Platform.

3.2. Once the Due Diligence has been satisfactorily completed in relation to the proposed Investment, we will arrange for the details of the Investment to be published on the Konvi Platform.

3.3. We may withdraw an Investment from the Konvi Platform at any time before it is fully funded. Should such a withdrawal take place, then any funds advanced by you in relation to such Investment will be returned to you. They will then be available either to be applied to a different Investment or may be withdrawn by you to your Nominated Account pursuant to the Agreement.

3.4 Konvi does not act as a trustee or adviser or manager in relation to any Investment you decide to make. Making an Investment will be your choice and at your own risk. You acknowledge that the purchase and sale of luxury items and alternative assets involves risks, including illiquidity and loss of investment, and it should be done only as part of a diversified portfolio. The information displayed in relation to Investments on the Konvi Platform does not constitute an offer to the public and asset ownership can only be made by members of Konvi. Any information published on the Konvi Platform in relation to past performance should not be considered a guide to future performance. Konvi recommends that all potential investors seek advice from their professional advisors prior to making any Investment.

3.5 All Investments are considered by Konvi to be “packaged retail investment products” or “PRIPs”, and Konvi is considered to be a “PRIIP Manufacturer”, in each case within the meaning of and for the purpose of Regulation 1286/2014/EU – PRIIPs Regulation (as supplemented by Commission Delegated Regulation (EU) 2017/653) (the “PRIIP Regulation”). As is required by the PRIIP Regulation, you will be required to download and confirm that you have received and reviewed a Key Information Document (KID) which has been prepared in compliance with the PRIIP Regulation for each individual Investment before you make an Investment.

3.6 As is explained in further detail in your Konvi Client Agreement, Konvi will provide and/or facilitate and organise the provision of services to a collective group of clients (including you) who will collectively, legally and beneficially own the asset which is the subject of each Investment (the Collective Client Group) through a voting mechanism on its Platform. Konvi will provide the Collective Client Group with voting options (including default options) in relation to all services relating to the Investment and other material matters relating to the Investment (including acquisition and sale of the investment asset via third parties), such that the Collective Client Group will have day to day discretion and control over all operational matters relating to the daily management of the Investment and the underlying asset. The Collective Client Group will make decisions by majority vote, or where there are more than two voting options available, the most popular choice by the Collective Client Group. Konvi may also provide that members of the Collective Client Group who do not exercise a vote by a certain date and time can be deemed to have voted for a default recommended option set by Konvi at such date and time. This structure means that you will not be able to individually direct Konvi to take specific actions in relation to your Investment and the underlying asset. Such decisions will be made by the Collective Client Group, who will all have a vested interest in making sure that any Investment performs well.

4. To become an Investor

4.1. To become an Investor, you must be an individual, an individual investing through a pension fund, partnership or a limited company;

4.1.1. if investing in your capacity as an individual, you must be at least 18 years old and have a bank account;

4.1.2. If investing through a pension fund it must be a self-administered pension fund administered by an approved trustee. A pension account application must be approved by the trustee (once approved you can proceed to make the first deposit);

4.1.3. if investing as a partnership, each partner who is a natural person must be at least 18 years old;

4.1.4. if investing as a limited company, you must be registered with the Companies Registration Office (the “CRO”) or its equivalent in the relevant jurisdiction;

4.1.5. you must register as an investor on the Konvi Platform; and

4.1.6. you must only follow the investing process specified in this Agreement

4.2. Once Konvi accepts your registration application and your Personal Account has been created, you may transfer the amount of money you wish to invest into the Safeguarded Account provided by our Payment Service Provider (PSP). You can do this by credit card, debit card, standing order or bank transfer in accordance with the PSP account details and instructions on the Konvi Platform. Once the PSP notifies us that your funds have been received in the Safeguarded Account, the corresponding amount will be shown in your Personal Account as available for the Investment.

4.2.1 The funds available in the Safeguarded Account are at all times deemed as distinct and segregated from Konvi's treasury money and do not belong to Konvi or its subsidiaries.

4.3. The funds in the Safeguarded Account are held with the PSP for the Investors entitled to them under the provisions of this Agreement. You may only request the transfer of the amount of your funds held in the Segregated Account that is less than or equal to the amount of ‘Available Cash’ displayed in your Personal Account.

5. Fees

5.1. You agree to pay the fees associated with the establishment, termination and ongoing management of your Konvi Account as provided for in this Agreement and set out, as amended from time to time, on the Konvi Platform.

5.2. Any fees or charges that you will incur in relation to a specific Investment are explained in detail in KID for each Investment, as is required by the PRIIPs Regulation.

6. IP licence

6.1. When using the Konvi Platform, if you make use of a feature that allows you to publish any UGC via the Konvi Platform by way of uploading text, comments, links, photos, videos or otherwise contributing to publicly accessible areas of the Konvi Platform, you automatically grant:

6.1.1. to Konvi, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the intellectual property rights therein, in connection with the provision of the Konvi Platform services, including without limitation the promotion and redistribution of all or part of your UGC (and derivative works thereof) in any media formats and through any media channels;

6.1.2. to each Konvi user, a worldwide, non-exclusive, royalty-free licence to access your UGC through the Konvi Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC ONLY to the extent permitted by the functionality of the Konvi Platform.

6.2. ‘Publicly accessible’ areas of the Konvi Platform are intended by Konvi to be available to all Konvi members of the Konvi Platform as well as Konvi (save for that UGC which can be accessed indirectly via the world-wide web search engines). However, only limited functionality may be available to those who have either not undergone verification and/ or registration on the Konvi Platform by way of becoming a Konvi member. For example, a Konvi visitor will not be verified or registered and will therefore be able to view a pitch summary box but will be unable to access a detailed pitch by way of a full Konvi listing or the Konvi discussion board.

6.3. Unless terminated (or suspended) for reasons such as those set out herein or in the Konvi agreement or unless Konvi is no longer providing the Konvi Platform services to you, the above IP licences granted by you terminate when you remove or delete all of your UGC or cancel your Konvi membership. You must contact Konvi by email at support@konvi.app to request removal or deletion of UGC or cancellation of your Konvi membership.

6.4. Konvi does not guarantee any confidentiality with respect to UGC and you understand and agree that you are solely responsible for your own UGC and the consequences of posting or publishing it. Konvi does not claim ownership of the UGC you submit or make available for inclusion on the Konvi Platform. You retain all of your ownership rights in your UGC but you grant the limited IP licences set out above.

7. Konvi content on the Konvi Platform

7.1. With the exception of UGC submitted to the Konvi Platform by you, all other content and the selection and arrangement of such content on the Konvi Platform constitutes Konvi content and is either owned by, or licensed to, Konvi and is subject to copyright, trade mark rights, and other intellectual property rights of Konvi and licensors of Konvi. Such Konvi content is protected by Irish copyright laws and international laws. Any third-party trade or service marks present on Konvi content not uploaded or posted by you are trade or service marks of their respective owners. Such Konvi content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Konvi or, where applicable, the licensors of Konvi. Konvi and/ or its licensors reserve all rights not expressly granted in and to their Konvi content.

8. User content on the Konvi Platform

8.1. We will terminate the privileges of any Konvi user who uses the Platform to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, Konvi members who submit UGC to the Konvi Platform must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the Konvi member that they have used the Konvi Platform as an instrument of unlawful infringement, we will terminate the infringing Konvi membership rights to use and/or access the Platform. We may, also in our sole discretion, decide to terminate a Konvi member’s right to use or access the Konvi Platform prior to that time if we believe that the alleged infringement has occurred.

9. Links to other websites

9.1. The Konvi Platform may contain links to other websites. Unless we expressly state otherwise, you should assume that these other websites are not under the control of Konvi or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on the Konvi Platform, that does not mean that we endorse that other website or in any way recommend that you should use it.

10. General restrictions on use

10.1. Subject to the following express restrictions, Konvi grants you permission to access and use the Konvi Platform and services provided thereon. You may view Konvi Platform pages, download Konvi Platform pages (for caching purposes only) and print site pages (excluding site images) and retain a copy of the same solely for your own personal, non-commercial use. You agree that your failure to adhere to any of these restrictions shall constitute a breach of these terms on your part. You agree:

• (a) not to sell, license, rent, distribute or otherwise exploit any UGC or Konvi content for any other purposes without the prior written consent of Konvi or the respective licensors of the UGC or the Konvi content;

• (b) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Konvi Platform or the Konvi Platform services, including but not limited to any UGC or Konvi content, in any medium without Konvi’s prior written authorisation, unless Konvi makes available the means for such activity through the functionality offered by the Konvi Platform;

• (c) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;

• (d) not to establish a link to our Platform in any website that is not owned by you;

• (e) not to alter or modify any part of the Konvi Platform or any of the Konvi Platform services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

• (f) not to access UGC or Konvi content through any technology or means other than the Konvi Platform itself or such other means as Konvi may explicitly designate for this purpose;

• (g) not to access or attempt to use the Konvi login of other Konvi members or penetrate or attempt to penetrate the Konvi security measures;

• (h) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Konvi Platform or its services or features that;

  • (i) prevent or restrict use or copying of UGC or Konvi content; or,

  • (ii) enforce limitations on the use of the Konvi Platform services or the accessible UGC or Konvi content.

• (i) not to use any area of the Konvi Platform or its services for any commercial purposes other than to invest in Investments. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the Konvi Platform and barring anyone breaching this provision from future use of the Konvi Platform or its services. We reserve the right to block access to this site with respect to any Konvi user who is known or reasonably believed to be (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these terms, or infringing the Konvi rights. Breaching any terms on the Konvi Platform will be deemed to be a breach of these terms.

• (j) not to use the Konvi Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;

• (k) not to attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform;

• (l) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any Konvi user of the Konvi Platform or the Konvi Platform services;

• (m) not to attack our Platform via a denial-of-service attack or a distributed denial-of service attack.

10.2. By breaching certain provisions above, you would commit a criminal offence under the Criminal Justice (Offences Relating to Information Systems) Act 2017. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately. You are responsible for configuring your information technology, computer programmes and platform in order to access our Platform. You should use your own virus protection software.

11. Prohibited content

11.1. The following is a partial list of contents which are illegal or prohibited on the Konvi Platform. You agree that you will not submit any UGC to the Konvi Platform (or via the Konvi Platform) or in any way connected with the Konvi Platform, that:

• (a) is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

• (b) could be harmful to minors or vulnerable adults;

• (c) could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;

• (d) involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;

• (e) promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

• (f) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;

• (g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

• (h) displays pornographic or sexually explicit material of any kind;

• (i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal data (as defined in Regulation (EU) 2016/679 – The General Data Protection Regulation) from anyone under 18;

• (j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

• (k) solicits passwords or personal identifying information for commercial or unlawful purposes from other Konvi members; and,

• (l) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.

12. Availability and security of the Konvi Platform

12.1. Konvi does not warrant the validity and accuracy of information on the Konvi Platform or the Konvi Platform services or that the Konvi Platform is kept up-to-date. The Konvi Platform and its content and the Konvi Platform services are delivered on an “as-is” and “as-available” basis. Konvi shall use reasonable endeavours to ensure that the Konvi Platform, the Konvi Platform services and any information it holds on you are kept secure. However, due to the nature of the internet, Konvi does not represent or warrant to you that:

• (a) Your use of the Konvi Platform and/ or the Konvi Platform services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Konvi Platform or any content, search or link on it;

• (b) Your use of the Konvi Platform services will meet your requirements;

• (c) any information obtained or downloaded by you as a result of your use of the Konvi Platform services will be accurate, reliable or free of viruses or contamination or destructive features;

• (d) Your shared UGC will not be used by a third party in various ways;

• (e) there will not be any defects in the operation or functionality of any software provided to you as part of the Konvi Platform services; and,

• (f) those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.

13. Suspension and termination

13.1. You acknowledge that Konvi has no obligation to monitor any UGC provided by Konvi members. You further understand and agree that in Konvi’s sole discretion, and without prior notice, Konvi may terminate its licence with you and may therefore choose to suspend or terminate your access to the Konvi Platform and the Konvi Platform services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if Konvi believes that the UGC you provided has violated or is inconsistent with these terms or has violated the rights of Konvi or a Konvi user. Notwithstanding this, you are solely responsible for, and bear the legal risk associated with such UGC anywhere in the world.

13.2. Konvi may release Konvi user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.

13.3. You agree that monetary damages may not provide a sufficient remedy to Konvi for violations of these terms and you consent to injunctive or other equitable relief for such violations.

13.4. You acknowledge and agree that to improve the Konvi Platform and its services, Konvi may stop (permanently or temporarily) providing the Konvi Platform services (or any features within the Konvi Platform services) to you generally at Konvi’s sole discretion, without prior notice to you.

14. Konvi Member Warranties

14.1. You represent and warrant that:

• (a) You have (and will continue to have whilst the UGC remains posted on the Konvi Platform) all necessary licences, rights, consents, and permissions which are required to enable Konvi to use or display your UGC in the manner contemplated by these terms;

• (b) You are happy to share your UGC with Konvi members as the case may be who access and/ or register on the Konvi Platform where applicable;

• (c) You will not post nor upload any UGC which contains material which is unlawful for you to possess, or which it would be unlawful for Konvi to use or possess in connection with the provision of the Konvi Platform services; and, the UGC that you submit to Konvi will not contain any third-party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant Konvi the IP licence referred to in Paragraph 3 above.

15. Liability

15.1. Nothing in this paragraph shall exclude or restrict liability for:

• (a) fraudulent misrepresentations;

• (b) any liability where the law does not permit such exclusion of liability; and

• (c) death or personal injury arising from negligence.

15.2. Konvi shall not be in breach of any of its obligations under these terms which arise or occur due to the act, omission, default of you or your failure to comply with any of your obligations.

15.3. Subject to Paragraph 15.1, Konvi shall not be liable to you in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by you arising from your use of the Konvi Platform and its services or, any loss or damage which may be incurred by you as a result of:

• (a) any breach by you of these terms or breach of warranty by you or the acts or omissions of you including your use of, or inability to use, the Konvi Platform and/ or the Konvi Platform services;

• (b) any reliance placed by you on the completeness, accuracy or existence of any UGC (including Konvi listings) or Konvi content;

• (c) any changes which Konvi may make to the Konvi Platform services, or for any permanent or temporary cessation in the provision of the Konvi Platform services (or any features within the Konvi Platform services);

• (d) the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through your use of the Konvi Platform services;

• (e) the availability of third party sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and,

• (f) the acts, omissions and conduct of any Konvi users in connection with or otherwise related to your use of the Konvi Platform and its services.

15.4. The limitations on Konvi’s liability to you in this paragraph shall apply whether or not Konvi has been advised of, or should have been aware of, the possibility of any such losses arising.

15.5. Different limitations and exclusions of liability will apply to liability arising from the Konvi investment process per se and any transaction that may ensue which is set out in the relevant agreements.

15.6. Except as expressly set out in these terms, Konvi gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.

16. Terminating membership of Konvi Platform

16.1. If you have no Investment currently in force, you may terminate your membership of the Konvi Platform in writing via e-mail to support@konvi.app.

16.2. We may terminate or suspend your membership of the Konvi Platform or seek any other appropriate remedy (including but not limited to damages) at any time and for any reason, including but not limited to:

• (a) breach of any provisions of this Terms and Conditions;

• (b) breach of any Investment Contract to which you are a party;

• (c) we suspect that you have committed fraud, been involved in money laundering or other criminal activities; or

• (d) you have no Investment in force and there has been no activity in your Konvi Account within the immediately preceding 12 month period.

16.3. We may cease to offer certain features or functionality within the Konvi Platform, or cease to operate the Konvi Platform, in our sole and absolute discretion, in which case your membership will terminate subject to the orderly administration of your outstanding Investment Contracts by the Back-up Service Provider.

16.4. Termination of your membership of the Konvi Platform will not result in a termination of any Investment Contract to which you are a party at that time.

16.5. On termination, we will pay you any funds in the Konvi Investors’ Funds Account to which you are entitled, either by bank transfer to your Nominated Bank Account or by cheque to the address last provided by you. However, we reserve the right to verify the details of your Nominated Bank Account before making such a payment.

17. Limitation of Liability

17.1. As an Investor, you agree that you are bidding on Investment Requests and investing entirely at your own risk, and before investing via the Konvi Platform, you will form your own opinion regarding the investment prospects of each Investment and undertake your own research, analysis and assessment and (where appropriate) seek your own independent financial advice.

17.2. We make no warranty or representation as to the ability of any Investment to return any part or all of your Investment or as to the Investment risk and we are in no way liable for returns on any Investment.

17.3. All data on the Konvi Platform, including but not limited to part performance or potential performance of investments, whether provided by us (“Konvi Data”) or by other Konvi members (“Member Data”) is provided “as is” for information purposes only, does not constitute any advice, invitation, solicitation, recommendation or endorsement in respect of any investment and is not intended to be relied upon as a sole basis for deciding whether or not to invest in a particular Investment.

17.4. We make no representation or warranty either as to the accuracy or reliability of Konvi Data or Member Data, or as to whether such data is up to date or error free.

17.5. We do not warrant, represent or guarantee that:

• (i) there will be sufficient Bids to fully fund each Investment or to allow your funds to be invested; or
• (ii) there will be sufficient Investments to invest in.

17.6. We do not warrant, represent or guarantee that the rates of return that have been achieved on past performance of similar investments as referred to either on or off the Konvi Platform, will be achieved by you on any Investment. You confirm and acknowledge that you understand that past performance is not a reliable guide to future performance and that you may lose some or all of the money you invest on any Investment made by you.

17.7. We will endeavour to make the Konvi Platform available 24 hours per day, but we will have no liability to you in the event that access is suspended or restricted at any time.

17.8. We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of, or using, the Konvi Platform, except where such loss or damage arises directly from our breach of these terms, our gross negligence, wilful misconduct or fraud by us or our employees.

17.9. We shall not be liable for:

• (a) any indirect, special or consequential loss or damage, including loss or damage arising out of or in connection with lost data, lost profits, damage to goodwill or business interruption.

• (b) any delay or failure to perform its own obligations under these principles due to circumstances beyond our own reasonable control.

17.10. Our total liability to you in connection with these terms and your use of the Konvi Platform on any basis whatsoever shall not exceed the total amount of revenue earned by us in respect of transactions entered into by you via the Konvi Platform.

17.11. Nothing in these terms and conditions shall limit our liability for personal injury or death, fraud, nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

18. Cooling Off Period

18.1. You may exercise your right to withdraw a subscription for an Investment in the 14-day period which follows your decision to subscribe for an Investment by sending an email to support@konvi.app.

18.2. If you exercise your withdrawal rights in accordance with this clause, any money which is being held in connection with an Investment will be returned to the same bank account the Investment was initially made from, so that you may use it to make another investment. 18.3 Your statutory rights are not affected.

19. Electronic Signatures and Delivery of Documents

19.1. Electronic Signatures: By completing a Konvi Platform online application, you give your valid consent to these Terms of Use and all other documents governing your relationship with Konvi. The use of an electronic version of the Account documents fully satisfies any requirement that they be provided to you and/or signed in writing, and the electronic version of these Terms of Use and any other agreement is considered to be the true, complete and enforceable record of our agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You are solely responsible for reviewing and understanding all of the terms and conditions of these documents, and you accept as reasonable and proper notice, for the purpose of any laws, rules and regulations, notice by electronic means. You may access and retain a record of the documents you electronically sign through the Konvi Platform.

19.2. Electronic Delivery of Documents: You agree that Konvi will provide you with an electronic copy of all documents and communications related to your Account, for example, commitment confirmations and closing confirmations. When documents related to your Konvi Account are available, we will send a notice to the email address you have provided, and you will be able to view the documents at any time by visiting the Konvi Platform and signing in to your Account.

20. Indemnification

20.1. You agree to defend, indemnify and hold Konvi and its officers, directors, agents and employees harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your breach of these Terms of Use and/or your use of the Services.

21. Complaints Handling

21.1. If you want to make a complaint about the Konvi Platform you can email support@konvi.app, with brief details of your complaint and your account number and/or email address in use on the Konvi Platform. Our Customer Service staff will acknowledge your complaint within five business days. They will then investigate and send you an initial response. This should take no longer than a further five business days. If you are not satisfied by our response, you must contact the Compliance Officer, who will respond by email within a further five business days.

21.2. If you are not satisfied with the response from the Compliance Officer, you can email support@konvi.app, enclosing the responses already given to you. Your email will then be referred to the Chief Executive Officer, who will respond by email within five business days.

22. Assignment

22.1. These terms shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of Konvi. Konvi reserves the right to assign or transfer all or any of its rights and obligations under these terms to any companies in the same group as Konvi or other third party. In the event of assignment or transfer, notification will either be given to you by e-mail or posted on the Konvi Platform.

23. Severability

23.1. In the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these terms and shall not affect the validity and enforceability of the remaining terms.

24. No Waiver

24.1. In the event that either you or we fail to exercise any right or remedy contained in these terms, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.

25. Communications

25.1. If you wish to communicate with us about anything related to these terms, you may do so by sending an email to support@konvi.app. If we need to communicate with you we will do so by way of your registered email address. Please ensure that you maintain your most up to date email address registered on the Konvi Platform.

26. Choice of Law

26.1. These terms and the relationship between you and Konvi created by it, shall be governed by and construed in accordance with the laws of Ireland.

27. Jurisdiction

27.1. You agree to submit to the exclusive jurisdiction of the courts of Ireland. This means that if you want to bring a legal action against us, or we want to bring a legal action against you, it must be done in one of these courts.

28. Amendment to the Terms and Conditions

28.1. Konvi reserves the right to change these terms at any time without notice, effective immediately upon posting on the Konvi Platform. Please check this page of the Konvi Platform periodically. You agree that Konvi will treat your use of the Konvi Platform as acceptance of the terms including your continued use subsequent to any changes being posted on the Konvi Platform. We may not always be able to give you advanced notice of such updates and amendments but we will always post them on the Konvi Platform so you can view them when you next log in.

28.2. These terms were last updated on the 22nd of August 2024.