These terms
and conditions (these “terms”) set out the terms of the agreement
between you hereinafter referred as (“member”,
“you”, “Partner”
“or investor”) as the user of Secured Investmex Limited’s platform,
website, “https://www.securedinvestmex.com”, and Secured Investmex Limited hereinafter referred as “Securex”, “we”, “us” or “Securex”).
The Custodian provides its service of holding any
shares and investment in accordance with the Custodian’s Terms and Conditions of Business. When you enter this
agreement, you also agree to the Custodian’s Terms and Conditions of Business.
These terms must be read in conjunction with Securex’ terms of website use and privacy
policy and the Custodian’s Terms and Conditions of Business and they apply to
your use of the website. www.securedinvestmex.com as an investor (“Investor”),
including as the lead investor(s) in respect of a particular contract. Use of Securex’ website is conditional upon
your acceptance of these terms. If you do not agree to these terms you should
immediately discontinue.
These terms shall become binding as soon as you
have completed the registration process. Your ability to invest, partner
through the website shall be strictly dependent on successful pass of
background compliance checks.
1. DEFINITIONS
“Articles” means the articles of
association of the Company concerned as adopted and in force from time to time.
“Investment” means money of any
currency received from investor, partner for the purpose of commerce through Securex.
“Commitment” means the process executed by
a partner on the website, by means of which he/she (i) confirm the desired amount for investment in the Company; (ii)
transfer the funds to the Pre-Closing Account; (iii) authorize the payment to
the Company upon completion of certain conditions; and (iv) authorize the Company
to enter into the Partnership Agreement.
“Company” means Securex, a private company limited by shares which is seeking to partnership
through investment.
“Completion Conditions” means the
conditions that must be met to proceed to completion and execution of the
investment. The Completion Conditions are deemed to be met when certified by Securex under its responsibility,
acting on behalf of the partner under these terms.
“Investor/Partner”
means a user of the website who has followed the step to formalize a Commitment
to invest, partner or purchase product(s) in a Company.
“Maximum
Target Amount” means the maximum total amount that Company seeks to accept
from a partner for commerce.
“Nominated
Account” means the acceptable payment processor, bank account of an Company
nominated by such Company at the time of registration on the website, as may be
subsequently changed by such Company.
“Period” means
the initial first period of between 30-60 days in which investment are blocked
before payout commences as set out on a Company’s Posting.
“Posting” means a partnership plan listing
for a Company on the website.
“Website”
means Securex’ online content website
at www.securedinvestmex.com, which allows the user to access
information about companies working in the area of mining industry that are
seeking partnership to finance the development or expansion of her business.
“Partnership Agreement” means an agreement
between the Partner/Investor and the Company under which the partnership
applies for the investment.
“Target Amount” means the amount a Partner/Investor
is seeking to invest in the Company.
2. INVESTMENT RISKS AND
WARNINGS
By using Securex’
website in any capacity you acknowledge and agree that you have read and
understood this partnership contract. .
3. PRE-INVESTMENT
- Site profile. Upon
registration to use the website, you will be asked to provide certain
information about yourself as part of your website profile. The
information you provide in your profile is the basis on which Securex to identify you for purposes of
communication, fulfilling any reporting obligations that Securex have to any regulatory or governmental
authorities, and conducting any anti-money laundering or other checks run
on you.
- Self-certification. If
you make an investment in a Company through the website you will become a
“partner” client of Securex for
the purposes of commerce. As part of your registration process, you are required
to answer self-certification questions. You must answer such questions
truthfully and in a factually correct way to the best of your knowledge
- No advice. You
acknowledge and agree that Securex
have not provided you with any advice in relation to the transaction(s)
conducted through the website. In addition, you confirm to Securex that for the purposes of
entering into any partnership, you enter into it entirely on the basis of
your own assessment, and/or on independent advice you have obtained from
your professional advisor.
4. PARTNERSHIP PROCESS
1. Restricted access to partnership. The opportunity to invest, partner with Company through the website is only
accessible to registered users falling in one of the categories that lawfully
allow them to receive information on non-readily realizable securities. By
agreeing to these terms you agree that you are at least one of the following:
You agree that you are partnering with the
Company for commerce purposes only propelled through investment.
You agree that no offer to the public has or is
being made in connection with any investment and that you are acting for
yourself and no other person when partnering in a Company.
You also expressly agree that you consider, and
will treat for all purposes, any such offer (a) as “not being calculated to
result, directly or indirectly, in such shares becoming available to persons
other than those receiving the offer.
2. Information contained in a Posting. On becoming a registered user you will be able to view the
Postings on the Site. The information that you will have access to in respect
of each Posting that you can view will normally include without limitation:
a) the name, legal status, physical address and
website address of the Company;
b) a description of the business and intended use
of the proceeds of the partnership;
c) any due diligence reports prepared on the
Company;
3. Confidentiality. A Partner shall not use any information contained in the Posting
except for the purposes of considering an investment in the Company (this
analysis to be either made on your own or with advice obtained independently).
Without limitation, each Investor agrees with Securex that it will not directly
or indirectly seek to use the information to enter into competition with the
Company or to solicit employees, customers or suppliers of the Company. Any
information contained in a Posting is confidential and must not be disclosed or
distributed to any third party except w ith the prior written consent of the
Company given in its absolute discretion. You may disclose this information to
your external advisors (including without limitation your accountant, solicitor
or financial advisors) on a confidential basis, and for the purposes of
considering partnership only.
4. Rights attaching to shares. All investments made through the website will not take the form
of subscriptions for voting ordinary shares but partnership solely.
5. Partnership Period. A Company’s Posting will remain open for investment for an
initial Period as set out on the Posting.
6. Partnering with the Company. A Partner may execute their Commitment to invest in a Company
at any time during the Period by following the process set out on the website.
This will require the Partner to (i) confirm the desired amount to invest in
the Company; (ii) transfer such funds to the Pre-Closing Account, and (iii)
authorize the payment to the Company upon completion of the relevant conditions.
7. Completion. The
Posting shall define the conditions to be met to proceed to completion and
execution of the investment. The set of applicable conditions precedent for
completion within a given Posting may be.
8. Minimum partnership amount. The minimum amount a partner can invest is indicated in the
Posting.
5. LIABILITY
The Company is solely liable for the Posting and
the information provided in support of the Posting. All investments made
through the website are made entirely based on the Investor’s own judgment, or
on the basis of the advice they have received independently from financial
advisor.
6. ANTI-MONEY LAUNDERING
REGULATIONS
We are required to verify your identity for any
partnership, investment. Securex shall use third party organizations to assist
you with this process at any given time deemed fit. Electronic verification may
leave a ‘soft footprint’ or enquiry trace on your third-party records in order
to complete a conclusive identity check. This check is for identification
verification and AML only and we have been informed by the agencies we use who
provide these services that it will not adversely affect your credit rating.
You must provide sufficient documentation about
yourself to enable us, the Custodian and other relevant parties to ascertain
and verify your identity. This may include providing certified copies of
identification documents such as your passport, driving licence and recent
utility bills and providing personal information such as your address,
residency and date of birth. Full details will be requested as part of the partnership
process. The information required may change from time to time and should that
prove to be the case we shall notify you that additional documentation has
become necessary. Until you provide that additional documentation you may be
unable to invest, partner.
9. GENERAL
- Your account on the website may
be terminated and closed at any time either by you or Securex, or
suspended at any time. In the event that we suspend, terminate or close
your account then we shall notify you by e-mail at the address associated
with your account. These terms will continue in full force and effect
following termination, closing or suspension of your account in respect of
prior acts and events. In any event, all disclaimers, indemnities and
exclusions in these terms shall survive termination of these terms for any
reason, as shall any other provisions of these terms that by their nature
are intended to survive such termination. These terms may be varied by us,
at Securex’ absolute discretion, from time to time. If these terms are
varied we shall notify you by posting the revised terms on the site.
- These terms and conditions together
with the terms of website use and privacy policy referred to within them,
constitute the entire agreement between us relating to their subject
matter and you acknowledge that you have not relied upon any
representations, statements or pre-contractual statements that are not
expressly set out in these terms.
- These terms do not confer any
rights on any person or party (other than the parties hereto) pursuant to
the Contracts (Rights of Third Parties) Act 1999.
- All communications will be
carried out by e-mail. Notices to Securex should be sent to info@securedinvestmex.com.
Securex shall contact you using the e-mail address associated with your
account. Notices will be deemed served at the time of sending unless this
falls on a day which is a weekend or bank holiday, in which case they will
be deemed served on the next working day after they were sent.
- Should you have any complaints in
relation to your use of the website, please notify us by email at info@securedinvestmex.com.
We shall aim to respond to your complaint promptly, investigate the
circumstances and revert to you with the results of investigation within
16 weeks of the date of your complaint.
- You shall from time to time
(both during the continuance of these terms and after its termination) do
all such acts and execute all such documents as may be reasonably
necessary in order to give effect to the provisions of these terms. All
costs and expenses (not limited to professional, legal and accountancy
expenses) of the preparation, negotiation and execution of these terms and
any associated documentation shall be borne by you.
- No failure or delay by you in
exercising any rights under these terms shall be deemed to be a waiver of
that right and no waiver for breach of any provision of these terms shall
be deemed to be a waiver of any subsequent breach of the same or any other
provision.
- If any provision of these terms
is held by any court or other competent authority to be invalid or
unenforceable in whole or in part, these terms shall continue to be valid
as to their other provisions and the remainder of the affected provision.
- These terms shall not be
construed so as to create a partnership or joint venture with you.
- You shall not be entitled to
assign, transfer, sub-contract or delegate any of your rights or
obligations under this agreement, except when the transferee is your legal
spouse, or in case of death. Securex may assign the whole or part of any
of its rights in this agreement to any person.
- We shall not be in breach of
these terms, and we shall not be liable or have responsibility of any kind
for any loss or damage incurred by you as a result of:
- any total or partial failure,
- interruption or
- delay
- act of God,
- fire,
- act of government, state,
governmental or supranational body or regulatory authority;
- war, civil commotion,
terrorism,
- failure of any internet or
computer system,
- interruptions of power
supplies,
- labour disputes of whatever
nature
- or any other reason (whether
or not similar in kind to any of the above) beyond Securex’ reasonable
control.
- This agreement (and any dispute
or claim relating to it or its subject matter (including non-contractual
claims) is governed by and is to be construed in accordance with law. The
parties irrevocably agree that the courts of law shall have exclusive
jurisdiction to settle any claim, dispute or issue (including
non-contractual claims) which may arise out of or in connection with this
agreement.