Investor terms - Covesta™

These terms were last updated on 1st August 2023

1. Introduction to these Investor Terms

These Investor Terms govern the contract between Covesta and each User, and set out various terms that apply where a User accesses the Platform as well as in connection with any Investments made by an Investor or by a Manager on its behalf.
In registering for and being accepted for an Account, each User hereby agrees to these Investor Terms in full, and these Investor Terms 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 Investor Terms from time to time and shall notify each User of any such changes before they take effect. Each User will be bound by any such changes if the User continues to use the Platform and/or make Investments, however each User is free to cease using the Platform if it does not wish to accept any such changes. Users may not make changes to these Investor Terms without the express written agreement of Covesta.
All Investments will be made individually by each Investor. However, groups of Investors may in practice operate alongside each other as an investment group where some or all members make an Investment. In some instances groups of Investors will engage a Manager to manage individual Investments and/or engage with Covesta on their behalf. These Investor Terms apply to each Investor and Manager in their individual capacities.
Covesta also draws each User’s attention to the Risk Warning which applies to each Investment, as well as section 7 of these Investor Terms which sets out further regulatory information that will apply in connection with each Investment.

2. Accounts and information

In order to use the Platform and make Investments, each Investment and Manager must apply for and be accepted by Covesta for an Account.
In applying for an Account, each User warrants, represents and undertakes that:
1. it is at least 18 years of age;
2. 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;
3. 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;
4. it acknowledges and understands that Investment Opportunities are not communications made to the public and are only available to Users once they have applied for and had an Account accepted;
5. the designations set out in Section 7.5 (with respect to Investors) and 7.6 (with respect to Managers) are true and correct, and shall remain so for the duration of any time a User’s Account remains active, and a User shall enter into such documentation as may be necessary from time to time to confirm the same;
6. to the extent it is an Investor, that it is legally entitled to make any Investment and is not connected to or otherwise has any interest in a Fundraising Entity with whom it makes an Investment;
7. to the extent it is a Manager:
  1. it has been engaged by an Investor or group of Investors with full authority to administer their investments; and
  2. it is responsible for ensuring that any information it supplies in connection with an Investment complies with Applicable Law.
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 a User’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 User at all times complying with these Investor Terms, Covesta hereby grants to the User a non-exclusive, non-transferable right for the duration its Account remains active, to access and use the Platform.
In accessing the Platform, each User shall:
1. not sub-license, transfer or loan the Platform or otherwise make it available to or, save with respect to Managers engaging with Investors, 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 Investments;
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 User shall have any rights to access or use the object code or source code of the Platform.
Covesta may suspend a User’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 User is in breach or is likely to be in breach of these Investor Terms.

4. The platform

Covesta shall use its reasonable endeavours to:
1. make the Platform available to Users; 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 User’s sole and exclusive remedy for such failure to comply.
Notwithstanding any other term of these Investor Terms, 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 User 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 User on its behalf and for conclusions drawn from such use.
Notwithstanding any other provision in these Investor Terms, 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. Each User acknowledges and confirms that:
  1. the Platform is designed to connect Users to Fundraising Entities, but that Covesta does not give any guarantee or other commitment that a User’s access to the Platform will lead to any particular outcome, an Investment or subscription to Securities;
  2. Covesta is not under any obligation to procure or otherwise arrange any Investments;
  3. Covesta works with other Users from time to time, some of which may compete with each other, and nothing in these Investor Terms or the Platform shall prevent Covesta from doing so;
  4. the Contract (as defined below) is conditional upon an Investor and the relevant Fundraising Entity satisfying certain conditions as set out herein. Covesta has no control over and is not liable for the satisfaction of such conditions, including the subscription or allotment of Securities; and
  5. it is solely responsible for its own accounting, tax and legal affairs including in connection with 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 Fundraising Entities may Pitch for Investment via the Platform.
2. Each Pitch will set out the Investment Opportunity, which may include information about the terms on which the Fundraising Entity is seeking investment.
3. Pitches may be made available to all Users or to a selected group of Users. This is set by the Fundraising Entity in conjunction with Covesta and Covesta’s decision as to availability of a particular Pitch is final.
4. Users who have access to a particular Pitch must not make such Pitch or related information available to other Users.
5. Information in each Pitch is supplied directly by the Fundraising Entity to Investors, using the Platform as a means of delivery. The accuracy of information in each Pitch is the Fundraising Entity’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.
Offer Period
1. Each Investment Opportunity will run for a stated Offer Period, which will be set out in the Pitch.
2. Covesta may reduce or extend the Offer Period, or withdraw an Investment Opportunity at its sole discretion and in such instances will notify relevant Users via the Platform.
3. The Offer Period will end automatically on its designated end date (as may be amended per Section 5.2.2).
4. The Investor will have the opportunity to conduct due diligence on each Investment Opportunity during the relevant Offer Period. This may comprise reviewing information in the Pitch, access to such Fundraising Entity’s constitutional and shareholder documentation (e.g. articles of association and shareholders agreements (if any)) as shall be made available by the Fundraising Entity via the Platform.
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 at any time prior to the Closing Date.
2. Each Offer must:
  1. be for 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 Fundraising Entity via the process in the Platform.
3. Each Offer is an offer made by an Investor directly to the Fundraising Entity 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 5.4 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 Fundraising Entity, and a Contract shall come into force between the Investor and the Fundraising Entity. This means that all Offers that have not been withdrawn at the Closing Date will commit the relevant Investor to purchase 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.
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 Fundraising Entity in conjunction with Covesta may (communicating the same via the Platform):
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 Fundraising Entity, 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 Fundraising Entity confirming to the Investor 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 Fundraising Entity shall direct, using such payment method as is described in the Pitch;
  4. following receipt of the Funds, the Fundraising Entity shall allot or transfer the Securities to the Investor;
  5. following receipt of the Funds, the Fundraising Entity 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 Fundraising Entity.
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 Investor undertakes to cooperate with Covesta to enable it to determine the same. Covesta requires a similar commitment from Fundraising Entities.
Material Changes
1. In the event that there has been a Material Change during the Offer Period, the relevant Contract shall have no further effect, and the Fundraising Entity 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,
  3. in each case communicating the same via the Platform.
Failure to complete
1. In the event that the conditions referred to in Section 5.5.1 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 Fundraising Entity, and to the extent any Funds have been transferred to the Fundraising Entity, then Covesta shall use its reasonable endeavours to arrange for their return to the Investor.
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 Investor 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 Investor’s failure to observe the terms of a Contract; and (ii) any steps the Investor may take to enforce the terms of the Contract.

6. Covesta charges

Subject to these Investor Terms, Users are granted access to the Platform free of charge and the rights and obligations set out in these Investor Terms are granted on either side in recognition of the following mutual benefits:
1. each User is given potential access to Investment Opportunities that would not otherwise be available to it;
2. Covesta charges a fee to Fundraising Entities, based in part on the value of Investments made; and
3. Managers may use the Platform in connection with the discharge of their management obligations to Investors. Managers may also receive commission from Covesta pursuant to separate contractual arrangements.

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 Investor’s acquisition of Securities.
Covesta does not give any advice or recommendation to Investors or Managers 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 a Fundraising Entity, or for the performance of any Investment. Covesta recommends that Investors obtain their own advice in connection with each Investment Opportunity, including to satisfy itself that all information supplied in a Pitch is true and correct and that an Investor appropriately understands and considers any subjective or aspirational statements.
Covesta draws each User’s attention to the Risk Warning for each Investment Opportunity.
Covesta does not hold money or assets for Investors at any time.
Each Investor hereby warrants, represents and undertakes that it is either a Certified High Net Worth Individual or Self-certified Sophisticated Investor, and has made an applicable declaration in the form set out in Schedule 5 Part I or II (as applicable) to The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 within twelve months of the date on which the communication is made
Each Manager hereby warrants, represents and undertakes that it will provide all information in connection with any Investments to relevant Investors.
The content of each Pitch has been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. However, 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 these Investor Terms (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 these Investor Terms, but subject to Section 8.4, Covesta shall have no liability, in each case whether suffered by a User 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 Investor as a result of a claim brought by a third party.
The parties agree that each of the sub-clauses in Section 8.2 and each of the sub-paragraphs 8.2.1(a) to 8.2.1(k) constitute separate terms and the introductory wording of Section 8.2 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 8.2 or otherwise.
Covesta’s liability shall not be limited or excluded by any provision of these Investor Terms 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 these Investor Terms. 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 a Fundraising Entity, including the tax treatment of any Investment Opportunity 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 which may affect such matters.

9. Deactivation of account

Each User may deactivate their Account at any time, provided that they are not engaged in an Investment that has entered the Funding Period.
Covesta may deactivate a User’s account at any time at its sole discretion.
Unless Covesta needs to deactivate a User’s account on short notice, Covesta will generally aim to give reasonable notice in advance of a User account deactivation.
It is each User’s responsibility to ensure that any data held within an Account is exported to a location of the User’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 Investor’s Account, all Offers made by the Investor in respect of Investment Opportunities that have yet to reach their Closing Date shall automatically be withdrawn and shall have no further effect.
Deactivation of a User’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 User 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 these Investor Terms, 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 these Investor Terms. If notwithstanding this, any Covesta Intellectual Property Rights are acquired by a User (including any new right), the User hereby assigns all such Intellectual Property Rights to Covesta.
A Fundraising Entity may own (or licence) Intellectual Property Rights in its Pitch or any other materials it supplies in connection with an Investment Opportunity.

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 these Investor Terms 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 a User’s other rights and remedies, Covesta and each User 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 these Investor Terms or pursuant to an Investment Opportunity) without the other’s written consent.
Nothing in these Investor Terms 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 these Investor Terms 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 these Investor Terms. A User shall enter into any documentation reasonably required by Covesta in order to effect any such transfers to third parties.
A User 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 these Investor Terms.

15. Notices

Any notice given under these Investor Terms 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 a User, the address registered to the User’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 a User 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) may be 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 a User to set off any liability of the User to Covesta against any liability of Covesta to the User (in either case however arising) whether any such liability is present or future, liquidated or unliquidated.
These Investor Terms constitutes 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 Investor Terms.
Each of Covesta and a User acknowledges and agrees that:
1. In connection with these Investor Terms 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 these Investor Terms or not) which is not expressly set out in these Investor Terms; 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 these Investor Terms.
Nothing in Section 16.3 shall, however, operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
No provision of these Investor Terms 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 these Investor Terms 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 these Investor Terms 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 these Investor Terms and the validity and enforceability of the remaining terms of these Investor Terms shall not as a result in any way be affected or impaired.
Nothing in these Investor Terms 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

These Investor Terms 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 a User 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 these Investor Terms or its subject matter or formation (including non-contractual disputes or claims).

18. Definitions and interpretation

In these Investor Terms, unless expressly stated to the contrary:
Account means an account registered and accepted on the Covesta Platform;
Applicable Law means all applicable laws, regulation, guidance, codes of practice or similar, which apply to or otherwise govern these Investor Terms, the Platform, a Pitch, Investment or Investment Opportunity, or the acts or omissions of Covesta or a User from time to time;
Business Day means a day other than a Saturday or a Sunday or a public holiday in England and Wales;
Certified High Net Worth Individual shall have the meaning given to it in s.48(2) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
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 Fundraising Entity, as set out in these Investor 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 a User in connection with these Investor Terms, 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 these Investor Terms;
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 Investor Terms) contract between an Investor and a Fundraising Entity, pursuant to which the Investor shall subscribe to or purchase Securities 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;
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 these Investor Terms 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 a User; (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 a User (or any third party) not approved by Covesta; (vi) any telecommunications network defect, delay or failure or failure of a User’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;
Financial Distress Event means where the Customer receives any demand for repayment of lending facilities or the Supplier concludes in its discretion that: (i) the financial position of the Customer has deteriorated to such an extent that its ability to pay the Charges or otherwise comply with the terms of this Agreement is put in jeopardy; or (ii) the Customer takes any steps in anticipation of or has no realistic prospect of avoiding an Insolvency Event;
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, as set out in a Pitch;
Fundraising Entity means an entity seeking to raise funds from Investors via the Platform, and which in each case will be identified in the relevant Pitch documentation;
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;
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 a Fundraising Entity, 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;
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 Fundraising Entity, a reorganisation of the Fundraising Entity, 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 Investment Opportunity receives Offers which in total amount to a higher monetary sum than the total monetary commitment sought as the Investment Opportunity;
Pitch means a pitch made by a Fundraising Entity via the Platform to Users, setting out details of the Investment Opportunity as well as further information about the Fundraising Entity;
Platform means the Covesta Platform, as updated or modified from time to time, and available at https://www.covesta.com;
Risk Warning means the risk warning issued in connection with each Investment Opportunity, and which can also be viewed here;
Securities has the meaning given to it in s.783 Companies Act 2006; and
Self-certified Sophisticated Investor has the meaning given to it in s.50A(1) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; 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 Investor 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 a User (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 Investor 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.

Investor terms of use