1. Scope of this notice
This notice applies to the investor section of this website, to any presentation, teaser, financial model, data room, term sheet draft or other material made available through it or in connection with it (together, the "Materials"), and to any discussion arising from them. The Materials are published by {{LEGAL_ENTITY}}, registered at {{LEGAL_ADDRESS}} ("SparqX"). By accessing the investor section or receiving any of the Materials you confirm that you have read, understood and accepted this notice, and that you meet the eligibility conditions in section 4. If you do not accept this notice, or you do not meet those conditions, you must not access the investor section and must not read, retain, use or forward the Materials. This notice is in addition to the Terms of Service and the Privacy Policy governing this website. In the event of conflict, this notice prevails in respect of the investor section. Any binding relationship between you and SparqX in relation to an investment would arise only under separate, executed transaction documents.
2. Not an offer and not a prospectus
The Materials are provided for general information and preliminary discussion purposes only. They do not constitute, and must not be construed as, an offer to sell, a solicitation of an offer to buy, or an invitation, inducement or recommendation to subscribe for or acquire any share, security, financial instrument, convertible instrument, participation, token or other interest in SparqX or in any entity associated with it, in any jurisdiction. The Materials are not a prospectus within the meaning of Regulation (EU) 2017/1129, are not an offering document, key information document or offering memorandum under any law, and have not been reviewed, approved, registered with or passported by any securities regulator, financial supervisory authority, exchange or other competent authority in any jurisdiction. No such authority has passed upon the merits or accuracy of the Materials. No contract, commitment, obligation or legally binding arrangement of any kind arises from access to, receipt of, or reliance on the Materials, from any discussion or correspondence relating to them, or from any indication of interest expressed in response to them. Any investment would be made only pursuant to definitive transaction documents executed by the relevant parties, subject to the conditions in those documents, and the terms of those documents would supersede the Materials in their entirety. SparqX is under no obligation to accept any indication of interest, to proceed with any transaction, to provide further information, or to treat any recipient consistently with any other recipient, and may terminate discussions with any person at any time without notice, reason or liability.
3. Forward-looking statements
The Materials contain forward-looking statements. These include, without limitation, statements about planned network expansion, station deployment, target markets and territories, unit economics, revenue split structures, utilisation rates, projected revenue, margins, cost of hardware, break-even timing, funding requirements, product roadmap, regulatory approvals, partnership pipelines and market size. Words such as "expect", "plan", "intend", "target", "project", "forecast", "estimate", "believe", "may", "could" and similar expressions identify such statements, but their absence does not mean a statement is not forward-looking. Forward-looking statements are not statements of historical fact, are not guarantees of future performance, and are not promises. They rest on assumptions, estimates and judgements about future events that are inherently uncertain and largely outside the control of SparqX, including consumer demand for powerbank sharing, hardware and battery costs and supply, energy and logistics costs, competitive behaviour, venue and partner acquisition, payment provider and interchange conditions, regulatory and tax developments, currency movements, and general economic conditions. Actual results may differ materially and adversely from those expressed or implied. Any model, projection, scenario, illustrative return or sensitivity analysis in the Materials is illustrative only, may be based on assumptions that prove incorrect, and must not be relied upon as a prediction of actual outcomes. SparqX undertakes no obligation to update, revise or correct any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Nothing in the Materials should be read as a profit forecast or profit estimate.
4. Risk of total loss
An investment in an early-stage private company such as SparqX carries a high degree of risk. You should be prepared to lose the entire amount invested and should invest only money you can afford to lose in full without affecting your standard of living or financial obligations. Risks include, without limitation: the business may fail to achieve or sustain profitability; capital-intensive hardware deployment may not generate the anticipated utilisation; battery degradation, loss, theft and damage may exceed expectations; venue and partner churn may reduce the deployed base; competitors, including well-funded incumbents, may take market share or compress pricing; regulatory, product safety, battery transport, waste, consumer protection, payments or data protection requirements may change and increase cost or restrict operations; dependence on third-party payment providers, cloud infrastructure and hardware suppliers creates concentration risk; and the business may require further financing that is unavailable, or available only on terms that materially dilute or subordinate existing holders. Private company holdings are illiquid. There is no public market for any interest in SparqX and none is expected to develop. You may be unable to sell or transfer your holding, transfer may be contractually restricted, and there may be no exit event at all. Any exit timing indicated in the Materials is speculative. Holdings may be diluted by subsequent financing rounds, employee incentive plans or convertible instruments, and may rank behind other classes of security in a liquidation. Distributions and dividends are not promised and may never be paid. Tax treatment depends on your individual circumstances, may change, and no tax advice is given. Historical or operational figures in the Materials, where presented, are not indicative of future performance.
5. Eligible recipients only
The Materials are directed only at persons who are qualified, professional or otherwise eligible investors under the law applicable to them, and who have the knowledge and experience in financial and business matters to evaluate the merits and risks of an investment of this nature. Depending on your jurisdiction, this means in particular: professional clients or eligible counterparties, and qualified investors within the meaning of Regulation (EU) 2017/1129 and Directive 2014/65/EU (MiFID II), in the European Economic Area; investment professionals, high net worth companies and certified or self-certified sophisticated investors, within the meaning of the relevant financial promotion legislation, in the United Kingdom; and accredited investors and, where applicable, qualified purchasers, in the United States. Equivalent categories apply in other jurisdictions. The Materials are not directed at, and must not be accessed, relied upon or acted on by, retail clients, consumers or any person who does not fall within one of these categories. If you are in any doubt about your status, do not proceed. SparqX may require documentary evidence of your status, together with identity, source of funds, beneficial ownership, tax residency and sanctions screening information, before providing further Materials or entering into any transaction, and may decline to proceed with any person who does not satisfy those checks or who is subject to sanctions imposed by the European Union, the United Nations Security Council, the United Kingdom, the United States or any other applicable authority. Access to the investor section may be withdrawn at any time without notice or reason.
6. No investment, legal or tax advice
Nothing in the Materials constitutes investment advice, a personal recommendation, investment research, financial planning, legal advice, accounting advice or tax advice, and nothing in them takes account of your investment objectives, financial situation, knowledge, experience, risk tolerance or particular needs. SparqX is not authorised or regulated as an investment firm, investment adviser, broker, placement agent or financial intermediary, does not provide any regulated investment service, and does not act as your adviser or fiduciary in any capacity. No relationship of client, adviser or fiduciary arises from your access to the investor section or from any discussion with SparqX or its representatives. You must not rely on the Materials as the basis for any investment decision. You should conduct your own independent investigation, due diligence, verification and analysis of SparqX, its business, market, financial position and the terms of any proposed transaction, and should obtain independent legal, tax, accounting and financial advice from advisers authorised in your jurisdiction before making any decision. Any decision you make is made solely on the basis of your own judgement and of the definitive transaction documents, and at your own risk.
7. No representation, warranty or liability
The Materials have been prepared by SparqX in good faith from sources it believes to be reliable, but they have not been independently verified or audited. Financial information may be unaudited, may be presented on a management basis, and may be subject to change. No representation or warranty, express or implied, is given by SparqX, its affiliates, its shareholders, its directors, officers, employees, agents or advisers as to the accuracy, completeness, currency, reasonableness or fairness of the Materials or of any information, opinion, estimate or projection contained in them, and no responsibility or duty of care is accepted in relation to them. The Materials are provided as at their date, are subject to change, updating, revision, correction, completion and amendment without notice, and may be superseded. SparqX is under no obligation to provide additional information or to correct any inaccuracy that becomes apparent. To the maximum extent permitted by law, none of the persons listed above accepts any liability whatsoever, whether in contract, tort, statute or otherwise, for any loss or damage, direct or indirect, arising from the use of, reliance upon, or inability to use the Materials, or from any error or omission in them. Nothing in this notice excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.
8. Territorial restrictions
The distribution of the Materials and the offer or sale of any interest in SparqX may be restricted by law in certain jurisdictions. The Materials are not directed at, and are not intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation, or would subject SparqX to any registration, licensing, filing or authorisation requirement in that jurisdiction. No action has been or will be taken by SparqX in any jurisdiction that would permit a public offering of any security, or the possession, circulation or distribution of any offering material, where action for that purpose is required. Persons into whose possession the Materials come are required to inform themselves about, and to observe, any such restriction. Access from a jurisdiction in which access is unlawful is prohibited, and use of a virtual private network, proxy or other means to disguise your location in order to obtain access is a breach of this notice. In particular, no interest in SparqX has been or will be registered under the United States Securities Act of 1933, as amended, or with any state securities regulator, and none may be offered or sold in the United States or to, or for the account or benefit of, a US person absent registration or an applicable exemption. The Materials do not constitute an offer or solicitation in any jurisdiction to any person to whom it would be unlawful to make such an offer or solicitation.
9. Confidentiality of the data room and materials
The Materials, including everything made available through any SparqX data room, are confidential and proprietary to SparqX. They are provided to you solely for the purpose of evaluating a possible investment and for no other purpose. You shall keep the Materials strictly confidential; shall not copy, reproduce, screenshot, record, download, print, extract, index, scrape or store them except to the minimum extent necessary for that purpose; shall not disclose them, or the fact or content of any discussion with SparqX, to any third party; and shall not use them to compete with SparqX, to solicit its venues, partners, franchisees, suppliers, employees or customers, or for any commercial purpose of your own. Disclosure is permitted only to those of your directors, employees, professional advisers and fund investors who need the information for the purpose stated above, who are informed of its confidential nature and who are bound by equivalent obligations of confidence; you remain responsible for their compliance. Disclosure required by law, a court or a competent regulatory authority is permitted, provided you notify SparqX in advance where lawful and practicable and disclose only what is required. Data room access credentials are personal, must not be shared, and may be revoked at any time. Access may be logged. On request, or if you decide not to proceed, you shall promptly return or destroy the Materials and all copies, notes and derivative analyses containing them, and confirm this in writing, save for copies retained on secure automated backup systems or where retention is required by law, which remain subject to this section. Where you have signed a separate non-disclosure agreement with SparqX, that agreement applies in addition to this section and prevails to the extent of any conflict. These obligations continue for the period stated in that agreement or, in its absence, for three years from the date of disclosure, and indefinitely in respect of trade secrets.
10. Personal data of investor contacts
Personal data you provide in connection with the investor section — including your name, company, role, contact details, eligibility declarations, identity and source of funds documentation, and records of your access to the data room — is processed by SparqX as controller for the purposes of assessing eligibility, communicating with you about a possible transaction, maintaining data room security and audit logs, and complying with anti-money-laundering, sanctions, tax and corporate record-keeping obligations. The legal bases are the performance of pre-contractual steps at your request, compliance with legal obligations, and the legitimate interests of SparqX in evaluating and executing financing. Data is retained for the period required by those purposes and by applicable statutory retention rules, and is shared with professional advisers and service providers bound by confidentiality. Your rights under the GDPR, and full details of the processing, are set out in the Privacy Policy. Enquiries and requests: {{PRIVACY_EMAIL}}.
11. Governing law and contact
This notice and any non-contractual obligation arising out of or in connection with it are governed by {{JURISDICTION}}, and the courts identified there have exclusive jurisdiction, without prejudice to any mandatory rule of the law of your country of residence. If any provision of this notice is held invalid or unenforceable, the remainder continues in full force and effect. SparqX may amend this notice at any time by publishing an updated version with a new effective date; the version in force at the time of your access applies to that access. Investor relations and questions about this notice: {{LEGAL_EMAIL}}. Data protection enquiries: {{PRIVACY_EMAIL}}. General enquiries about the service: {{SUPPORT_EMAIL}}. Registered address: {{LEGAL_ADDRESS}}. This document is a draft prepared for legal review and is not legal advice.