Alphax holdings  End User Licence Agreement

1. INTERPRETATION

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

1.1 Definitions:

Articles – means the articles of association of AlphaX Holding Company;

Account – means the user account on the Intelligence Investments Platform held with AlphaX holding.

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

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

Articles of Association – means the articles of association of the AlphaX tech Holding Company;

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

Business Day – means any day other than Saturday, Sunday or public holidays when banks are open for business. 

Calendar Day  – means any day of the week from Monday to Sunday;

Company – Level 19, Two International Finance Centre, 8 Finance st, Central , Hong Kong

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

Intellectual Property

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

1.2 Interpretation:

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

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

(c)A reference to writing or written includes fax

2. BASIS OF CONTRACT

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

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

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

3. TERMS OF INVESTMENT

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

The Investor must

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

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

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

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

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

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

4. ELIGIBILITY CRITERIA 

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

(a) be an individual aged 18 or over;

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

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

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

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

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

5. INDIVIDUAL INVESTORS

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

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

6. CHANGES TO THESE TERMS

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

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

7. WAIVER

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

8. TAXATION AND FEES

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

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

9. SEVERABILITY

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

10. INDEMNITY AND RELEASE

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

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

11. PERSONAL DATA AND USAGE 

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

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

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

12. CONFIDENTIALITY

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

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

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

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

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

13. CONFLICT OF INTEREST

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

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

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

14. GOVERNING LAW AND JURISDICTION

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

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