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Terms and Conditions


Please read the Terms and Conditions carefully before accepting them. If you do not agree to accept and be bound by the Terms and Conditions, please do not open an account, and/or continue to use your account. Your continued use of any of the services will constitute acceptance of the Terms and Conditions.

The original text of the Terms and Conditions is in English and any interpretation of them will be based on the original English text.

1. About Cadia Startup Exchange – Introduction

Cadia Startup Exchange is an equity crowdfunding platform with a 24/7 secondary market for startups, small & medium sized enterprises and investors. The platform serves as a meeting point between entrepreneurs and investors. It offers a solution for startups to gather initial capital for their business and to already existing companies to finance their latest ideas or expansion plans through selling shares of their companies to investors. 
Cadia Startup Exchange offers an unique opportunity to use its secondary market to trade shares from successfully funded startups and already existing companies.

CadiaSE S.A. is a company incorporated in Belize, whose registered address is CadiaSE S.A. Unit 14B- 15, Garden City Plaza, Belmopan City , Belize; with a representative office in Bulgaria, Yuzhen Park Quarter, Building 43, Entrance A, Office 4, Sofia 1408.

2. Scope of Terms and Conditions

These Terms and Conditions govern the opening, use and closure of your Cadia Startup Exchange Account. Together with our Privacy Policy, and any other contracts/agreements referred to therein, they constitute the legal relationship between you and us.

3. Interpretation - Definitions and Interpretation

The following definitions are used in these terms and conditions:

  • Cadia SA (hereinafter referred as “Cadia”) include the website and its platform;

  • "Privacy Policy" is the Cadia's policy governing the processing of personal data which is available on the website, as may be amended from time to time;     

  • "Website" means the website or any respective page, subpage, subdomain or section thereof from time to time, located at or accessible via the domain name: www.cadiase.com;

  • “Customer Support” means Cadia customer support, which you can reach by sending a message through the “Chat/Ticket” facility on the website or by sending e-mail to support@cadiase.com;

  • “Fees” means the charges payable by you to us for using our services;

  • “Cadia Account” means the account you open and maintain through the Cadia website and platform; and allows you to use and interact with the website and its platform;

  • "Personal Account" a personal account opened by an individual and maintained with us to enable that person to participate in our platform;

  • “Company account” is a company account opened by a company and maintained with us to enable that company to participate in our platform;

  • “Startup/Entrepreneur” means a person who makes presentation of his business idea through the platform to potential investors;

  • “Investor” means a person willing or legal entity to invest into a startup’s project; or(and) buy or sell shares on the secondary market;

  • “Share” represents ownership in a piece of a startup project or a company;

  • “Shareholder” a person or institution which holds shares in a company;

  • “Secondary market” means Cadia secondary market where verified users meet to buy or sell shares;

  • “Money-raising campaign” means the period of time when the startup’s project funding is available on the site;

  • “Money-raising campaign fails” when within the specified time-period of the campaign the funding of the project does not reach its goal;

  • “Money-raising campaign succeeds” when the aimed funding for the particular project is attained;

  • „General users“ means that certain portions of the website will be visible to users who have not signed up as either individuals or as a Company;

  • “Service” means any and all services provided by Cadia;

  • “Verified account” - means Account that is verified and approved by Cadia Support;

  • "Access Device" means any electronic means of accessing the services, including, but not limited to, computers, smartphone devices, feature phones, tablet devices, touch devices or or by any other remote means;

  • “You”, “your” mean you, the natural person or legal entity in whose name the Cadia Account is opened and maintained;

  • We”, “us”, “our” mean Cadia.

    Should you be in any doubt as to the meaning of any expression, you should not invest in startup projects or place any Buy/Bid or Ask/Sell offers on any event until its meaning is understood to your satisfaction, because we cannot accept any responsibility if you do not understand any of the terms involved in or relating to the use of the platform.

4. Eligibility

4.1.Participation in the Platform is void in every national, local, or other jurisdiction in which participation is prohibited by any law, statute, regulation, or other appropriate authority. The availability of the website in any such countries does not constitute an offer, solicitation or invitation by us for the use or other services in any jurisdiction in which such activities are prohibited by law.

4.2. It is your responsibility to determine the law that applies in the location in which you are present. You should ensure that you will be acting legally in your jurisdiction in opening your account and/or using the Website and you represent, warrant and agree that you will do so.

4.3. We cannot accept customers from the following jurisdictions: Ghana, Iran, Nigeria, Syria, Yemen, Libya, Slovenia, Belize and North Korea. This list is not exhaustive and we may, at our sole discretion, decide to discontinue or restrict our services in other countries at any time and without prior notice.

4.4. We are currently open for registrations from USA and Canada. Users from USA and Canada are allowed to list their startup projects on the platform. We temporarily do not allow users from USA and Canada to invest in startups and trade shares of companies listed on the secondary market.

5. Opening/Creating Cadia Account

5.1. In order to use the platform you must first open Cadia Account by registering your details on our Website. As part of the signup process you will need to accept these Terms and Conditions and our Privacy Policy and you must have legal capacity to accept the same.

5.2. Cadia offers two main options to open a multi-purpose account:

    5.2.1. Personal Account (Startup, Investor or Affiliate Registration) which allows an individual to submit applications for listing startup projects and/or existing business, invest in startup projects, trade shares on the secondary market, and promote the website as an Affiliate.

or

    5.2.2. Company Account (SME, Institutional Investor Registration) which allows the company as a legal entity to submit applications for listing startup projects and/or existing business, invest in startup projects, trade shares on the secondary market, and promote the website as Affiliates.

We have the rights, at our sole discretion, to reject any Personal or Company accounts, and to delete any Content considered not suitable by Cadia Support.

5.3. By opening a Cadia Account you represent and warrant to us that:

    5.3.1  You are over 18 years of age;

    5.3.2. You are legally able to enter into contracts/agreements;

    5.3.3. You agree to the use of electronic communications in order to enter into contracts;

    5.3.4. All information you provide during the signup process or any time thereafter is accurate and truthful and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence;

    5.3.5. You are the rightful owner of the money which you at any time upload in your account;

    5.3.6. You may only add bank accounts to your Cadia Account if you are the named holder of that bank account;

    5.2.7. You may only open one Cadia Account. You may not attempt to create multiple accounts for yourself or for a company by using different identifying information. Any other accounts which you open with us, or which are beneficially owned by you in relation to the services shall be "Duplicate Accounts". We have the right, at our sole discretion, to close such Duplicate Account;

    5.2.8. You have not already had an account closed by Cadia Support or at your request.

6. Verification of your Cadia Account

6.1. We have certain responsibilities under the Belize Money Laundering Prevention Act and other applicable regulations to verify the identity of, and run anti-money laundering checks on our customers. In order to fulfil these responsibilities, we are obliged to have the following documents:

For a Personal account:

1. Photo Identification
A clear, readable, valid and unaltered scanned colour copy or photo of one of the following documents:

  • Front and back of your national ID card.
  • The photo page of your passport.
  • The front and back of your driving licence.

2. Proof of Address
A clear, valid and unaltered scanned colour copy or photo of one of the following documents, issued within the last 3 months, which clearly shows your name and address:

  • An utility bill (electricity/gas/water/landline phone/mobile phone).
  • A bank statement (alternatively a Pdf copy of the bank statement downloaded from your online banking is also accepted).
  • A credit /debit card statement.
  • An address registration certificate, issued by the city or county authorities.
  • A government issued tax demand letter, or statement.
  • An official bank letter on headed paper, dated and signed by a bank employee, that confirms your full name and address.

 

For a Company Account

1. Articles of Incorporation

2. Certificate of Good Standing

3. Photo Identification of the director and all the shareholders
A clear, readable, valid and unaltered scanned colour copy or photo of one of the following documents:

  • Front and back of your national ID card.
  • The photo page of your passport.
  • The front and back of your driving licence.

4. Proof of Address of the director and all the shareholders
A clear, valid and unaltered scanned colour copy or photo of one of the following documents, issued within the last 3 months, which clearly shows your name and address:

  • An utility bill (electricity/gas/water/landline phone/mobile phone).
  • A bank statement (alternatively a Pdf copy of the bank statement downloaded from your online banking is also accepted).
  • A credit /debit card statement.
  • An address registration certificate, issued by the city or county authorities.
  • A government issued tax demand letter, or statement.
  • An official bank letter on headed paper, dated and signed by a bank employee, that confirms your full name and address.

 

6.2. By agreeing to the Terms and Conditions you authorise us to undertake any verification checks as we may require ourselves or may be required by third parties (including, but not limited to, regulatory bodies) to confirm these facts. You agree that from time to time, upon our request, you may be required to provide additional details in respect of any of such information you have provided us. For this purpose, we will be entitled, at our sole discretion, to require that you provide us with originals of personal identification documents or any equivalent certified identification documents according to the applicable law of your jurisdiction or otherwise, proof of address, utility bills, bank details, bank statements and bank references. Until such information has been supplied to our satisfaction we may prevent any activity to be undertaken by you in relation to the account or we may, where we reasonably believe that deliberately incorrect information has been provided by you, keep any amount uploaded on the account following the closure of the account by us.

6.3. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to transfer money into a Cadia account or make investments while the checks are pending or as a result of the unsatisfactory completion of the checks.

7. Your Data

The processing of your data is governed by our Privacy Policy which can be found on our website. By accepting these Terms and Conditions, you also agree to the terms of our Privacy Policy.

8. Access; Use of your Account; Account Security

8.1. Access to the Cadia platform is performed using username and password. As long as the correct username and password are used, we will assume that you are the person conducting activity on the platform.

8.2. You must take all reasonable steps to keep your Cadia username, password and PIN safe at all times and never disclose them to anyone.

8.3. All transactions, Buy/Bid offer and Ask/Sell offer made where your username, password and PIN number have been entered correctly will be regarded as valid, whether or not authorised by you, and we shall not be liable for any claims in the event that you disclose them to anyone else (whether deliberately or accidentally).

8.4. If you have lost or forgotten your login details and PIN, or have reason to believe that such details are known to an unauthorised third party, please immediately reset your password and reset your PIN through the platform from the Account Settings section.

8.5. You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords and reset PIN or to communicate with you about the security of your Cadia account. In case the e-mail address registered with your Cadia account is compromised, you should without undue delay after becoming aware of this contact Customer Support and also contact your e-mail service provider.

8.6. The use of script(s) or other automated program(s) is strictly prohibited. Cadia explicitly reserves the right, at its sole discretion, without limitation to other rights under these Terms and conditions, to suspend or revoke the username and password, and any or all rights and privileges for violation of this provision or any other eligibility requirements outlined in these documents.

8.7. It is your responsibility to regularly check the proper functioning of your e-mail account or other methods of communication that you have registered with your Cadia Account and to retrieve and read messages relating to your Cadia Account promptly. We shall not be liable for any loss arising out of your failure to do so.

8.8. You are solely responsible for the supply and maintenance of all of your Access Devices and related equipment and telecommunications networks and internet access services that you need to use in order to access the Services. We will not be liable in any way whatsoever for any losses caused to you (whether resulting from loss of service, poor internet connectivity, insufficient bandwidth or otherwise) by the internet or any telecommunications service provider that you have engaged in order to access the Services.

8.9. Under no circumstances should you use the Services for any purpose which is or is likely to be considered to be defamatory, abusive, obscene, unlawful, of a racist, sexist or other discriminatory nature, or which could cause offence. You must not use any abusive or aggressive language or images, swear, threaten, harass or abuse any other person, including other users, via the Website, or attempt to pass yourself off as being any other person, or behave in such a manner towards any Cadia staff used to provide the Services, Customer Support, or any support function which we make available to you.

8.10. You shall be solely liable in respect of any content uploaded by you onto the Website ("Uploaded Content") and, in uploading any such content, you represent and warrant that:

        8.10.1. You have obtained all necessary approvals, consents, licences and permissions required in respect of the Uploaded Content and that the reproduction of the Uploaded Content on the Website will not infringe the copyright, trademark, confidential information or any other intellectual property rights whatsoever of any third party;

        8.10.2. the Uploaded Content will comply with all laws and regulations (including, in particular, those relating to data protection and privacy); You agree to indemnify and hold harmless each other Cadia user and us from and against any loss, damages or costs arising from or in connection with any content you post on the platform;

        8.10.3. Cadia is entitled to use and sub-license the use of the Uploaded Content at its sole discretion;

        8.10.4. Any material downloaded by you from the Website shall be downloaded entirely at your own risk and Cadia shall not be liable in respect of any loss of data or other damage caused by any such download;

        8.10.5. Where we have reason to believe that your use of the Services is in breach of the Terms and Conditions we shall, without prejudice to any of our other rights, be entitled forthwith to remove from the Website any offending content.

8.11. Your interactions with other Cadia users will take place entirely through the platform, including general meetings and voting rights. You are solely responsible for your interactions with other Cadia users. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Cadia users.

8.12. You shall not corrupt the Website and/or attempt to gain unauthorised access to the Website, the servers on which the Website is stored or any server, computer or database connected to the Website; and/or flood the Website with information, multiple submissions or "spam"; You shall not knowingly or negligently use any features which may affect the function of the Website in any way for example (but not limited to) releasing or propagating viruses, worms, trojans, logic bombs or similar material that is malicious or harmful; In the event of such a breach, your right to use the Website will cease immediately.

9. Closure and Termination

9.1. You may close your Cadia Account at any time by contacting Customer Support, indicating your wish to close your account; and stating the reasons why you wish to close your account.

9.2. We will respond to your request, confirming closure of your account and the date on which such closure will be effective, within a reasonable time, provided that you continue to assume responsibility for all activity on your Account until such closure has been carried out by us (at which point the Terms and Conditions shall terminate).

9.3. Where you have closed your account, we may in certain circumstances be able to re-open your account with the same account details as before if you request us to do so. In such circumstances, while your Account will have the same account details as before, it will be subject to the Terms and Conditions which are in force at the date of any such re-opening.

9.4. Where you are in breach of the Terms and Conditions, we may at our sole discretion, prior to any suspension or termination of your account, notify you (using your Contact Details) that you are in breach, requiring you to stop the relevant act or failure to act, and/or requiring you to put right an act or fault on your part and warning you of our intended action if you do not do so, provided always that such notification shall not be a pre-condition to any suspension or termination of your account.

9.5. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Terms and Conditions.

9.6.. In addition to any other remedy available, if you breach any of the Terms and Conditions we shall be entitled to recover from your account any positive balance to the extent of any amount reasonably claimed against you.

9.7. If you participate in money-raising campaign you may not terminate your account till the deadline of the money-raising campaign.  In case the money-raising campaign succeeds, the Account may be closed after the incorporation of the company in accordance with the business plan of the project.

9.8. In case of Termination when you have shares in your portfolio, these shares will remain your property, as they are written in the company’s shareholders book. Operations with these shares can be done under the general regulations of the International Business Companies Act of Belize. You will not be able, however, to use Cadia’s service anymore to manage, buy or sell these shares.

10. Transfer of FUNDS

10.1 You may upload funds from a bank account of which you are the named account holder. Such funds may then be used by you to invest in money-raising campaigns or to buy shares on Cadia secondary market.

10.2. We are required to inform you about what happens to funds which we hold on account for you, and the extent to which such funds are protected in the event of insolvency. Monies uploaded by you to your account will be held in a bank account which will be kept separate from our company funds. Monies in your account are not insured, guaranteed, sponsored or otherwise protected by any deposit or banking insurance system or by any other similar insurance system. As such, monies in your Account are not protected in the event of insolvency.

10.3. When you invest in a money-raising campaign, the amount of money you have invested plus our fees will be deducted from your Cadia account balance.  For the period between when you make the investment and when it is completed, the money will continue to be held in a bank account, but will appear as blocked in your Cadia account balance, and will not be available for you to operate with them.

   10.3.1. In case the money-raising campaign succeeds and when the new company is incorporated, the money will be transferred, along with the money committed by other investors to the startup company bank account.

   10.3.2. In case the money-raising campaign fails, the money you have invested without our fees will be unblocked back to your Cadia account balance.

   10.3.3. All proceeds and dividend paid to you on an investment will be transferred into your Cadia account directly.

10.4. When you create a Buy/Bid offer, the amount of money plus our fees will be deducted from your Cadia account balance and will appear as reserved in your Transaction History. You will not be able to operate with that amount till you cancel the offer or the offer is completed or has expired. In case you cancel the offer or the offer expires, the total reserved amount including fees will be refunded back to your Cadia account.

10.5. Buy/Bid offer and Ask/Sell offer are displayed in your Order book together with the fees charged.

10.6. Fund uploads and fund withdrawals are displayed in your online transactions history together with the fees charged. Each transaction is given a unique transaction ID and shown in the transaction history. You should quote this transaction ID when communicating with us about a particular transaction. You should check your Cadia Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Support.

   10.6.1. Uploading Funds

    a) You can upload funds by logging into your Cadia Account and following the relevant upload instructions;

    b) Uploaded funds will be credited to your Cadia Account after the funds have been received by us;

    c) You must not make an upload through a bank account if you are not the named holder of that bank account. We take any violation of this requirement very seriously and will treat any attempt to use a bank account of which you are not the named holder as a fraudulent act. Without prejudice to claiming further damages, if we are required to return funds uploaded from a bank account that is not in your name, we may, at our sole discretion, charge an administration fee up to the total amount of the maximum upload amount fee (299 EUR) plus the maximum withdrawal amount fee (399 EUR) per upload return.

   d) Upload funds are subject to upload fees and upload limits. Please see FEE section for details.

   10.6.2. Withdrawing Funds

    a) You can request a withdrawal by logging into your Cadia Account and following the relevant withdrawal instructions;

    b) You must not make a withdrawal to a bank account if you are not the named holder of that bank account. We take any violation of this requirement very seriously and will treat any attempt to use a payment instrument of which you are not the named holder as a fraudulent act. Without prejudice to claiming further damages, if we are required to investigate a withdrawal to a payment instrument that is not in your name, we may, at our sole discretion, charge an administration fee up to the total amount of the maximum upload amount fee (299 EUR) plus the maximum withdrawal amount fee (399 EUR);

    c) You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong payment instrument, you may request that we assist you in reclaiming the funds, however, we may, at our sole discretion, charge an administration fee up to the total amount of the maximum upload amount fee (299 EUR) plus the maximum withdrawal amount fee (399 EUR) for doing so and we cannot guarantee that the reclaim efforts will be successful;

    d) Withdrawals are subject to withdrawal fees and withdrawal limits. Please see FEE section for details.

11. FEES

We reserve the right to change all fees for Cadia’s services at any time. Fees are updated in the FAQ Fee Section on the website and you are advised to review the FAQ on a regular basis.

11.1. Fees are either expressed as a percentage of the transaction and/or as a fixed amount in EUR.

11.2. Fees payable by you will be deducted from your Cadia Account balance and you hereby authorise us to do the same.

Upload Fees

Minimum upload amount is 100 EUR. Upload fee is 1,5% (min. €15 and max. €299).

Our Fee will be deducted from the exact amount that we receive in our bank account.

  • Your bank or/and correspondent/intermediary banks may charge bank fees on the funds you transfer to us, that means that we may receive in our bank account  funds lower than the amount you intended to transfer, we will not cover such bank fees. Our upload fee will be deducted from the exact amount we receive in our bank account.

Withdraw Fees

Minimum withdrawal amount is 100 EUR. Withdrawal fee is 2,5% (min. 30 and max. 399)

Our Fee will be deducted from the withdrawal amount. Additional bank fees may apply.

  • With SWIFTs, the correspondent/intermediary bank can also make a charge. The total charge depends on the amount, currency, destination and correspondent / intermediary used. There is also a possibility of other agents being involved who could also apply a charge. These can be charged back to the account at a later date.

Trading ( buy or sell shares)

Fee for buying shares is 1% (minimum €0,49, maximum €99)
Fee for selling shares is 1% (maximum €99)

Transaction fees will be charged when the transaction is executed.

When you create a Buy/Bid offer, the amount of money plus our fees will be deducted from your Cadia account balance and will appear as Bid/Reserved in your Transaction History till the offer is completed, or cancelled, or has expired. 

Startup

Cadia changes a one time application review fee in the amount of €1200.

If the money-raising campaign is successful we deduct 6% of the collected money as a fee for Cadia’s service.

Any fees related to the company incorporation, setup of accounting or any other transaction fees will be deducted from the amount collected in the money-raising campaign prior to the Incorporation of the company.

Company incorporation 1800+ EUR

Company Prolongation  1500+ EUR

Startup exchange listing up to:

    1 mil: 990 EUR p.a

    10 mil: 4700 EUR p.a

    100 mil 12 000 EUR p.a

12. Liability/Exclusion of our Liability

12.1. The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we hereby expressly exclude: Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Website site or in connection with the use, inability to use, or results of the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:

  • Loss of income or revenue;
  • Loss of profits or contracts;
  • Loss of business;
  • Loss of reputation;
  • Loss of data;
  • Any losses arising from our compliance with legal and regulatory requirements;
  • Any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

12.2. We shall not be liable if any of the projects on the Site violate a particular jurisdiction and Investors from such jurisdictions shall not participate in the project.

12.3. Nothing in these Terms and Conditions shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between you and Cadia.

12.4. Your access to and use of the Services is at your sole option, discretion and risk. We shall not be liable for any attempts by you to use the Services by methods, means or ways not intended by us.

12.5. We will provide the Services with reasonable skill and care and substantially as described in the Terms and Conditions. We do not make any other promises or warranties regarding the Services, or any products or services forming a part of the Services, and hereby exclude (to the extent permitted by law) all implied warranties in respect of the same (including implied warranties as to satisfactory quality and/or fitness for your purpose). In particular, we do not warrant that the Website will have uninterrupted availability or that it will be free of bugs, viruses or other.

12.6. We shall not be liable if for any reason the website is unavailable at any time or for any period.

12.7. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms and Conditions that is caused by events outside our reasonable control, including (without limitation) any telecommunications network failures, power failures, failures in third party computer (or other) equipment, fire, lightning, explosion, flood, severe weather, industrial disputes or lock-outs, terrorist activity and acts of government or other competent authorities (a "Force Majeure Event"). Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

12.8. We shall not be liable for technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions which may limit or prohibit your ability to participate in any part of the Platform.

12.9. Cadia exclusive rights expressed herein shall include, without limitation, the right to rescript the operating code of the Platform for any reason, including but not limited to preventing any unauthorized tampering with, or operation of the Platform, and/or any unauthorized use of any computer program(s), script(s), or any other devices intended to automate any aspect of the Platform.

12.10. We aim to update the website regularly, and may change the content at any time. If the need arises, we may suspend access to the website, or close it indefinitely. Any of the material on the website may be out of date at any given time, and we are under no obligation to update such material.

12.11. Commentary and other materials posted on the Site are not intended to amount to financial, legal or tax advice. We are not liable or responsible for any reliance placed on such materials by you or anyone who you may inform of any of its contents.

12.12. Through your use of Cadia platform you may receive the opportunity to invest in the shares of a business. The opportunity to invest in the shares of a business, as described, may also be deemed to involve an "offer" to you of those shares. In executing this Terms and Conditions, you are expressly agreeing that you consider, and will treat for all purposes, any such offer as "not being calculated to result, directly or indirectly, in such shares becoming available to persons other than those receiving the offer" as not being a "public offer".

12.13. We may, in our absolute discretion, alter or amend any product or service available through the Website at any time for the purpose of ensuring the ongoing provision of the Website. From time to time, we may restrict you from accessing some parts of the Website and the platform for the purpose of maintenance of the Website and/or alteration or amendment of any of content available through the Website and/or the platform. Where problems occur in the software or hardware used by us to provide the Services we will take all reasonable steps to remedy the problem as soon as reasonably practicable.

13. Governing Law; Arbitration

These Terms and Conditions (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of Belize, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by you and Cadia, any dispute arising out of or relating to the Terms and Conditions, or the breach hereof, shall be finally resolved by arbitration administered by the Court of Belize under its Arbitration Act Rules.

In executing this Terms and Conditions, you agree that all of the activities that we conduct with you are subject only to the laws of Belize. You agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than Belize.

14. Creating Money-raising campaign

14.1. You may only seek capital through the platform for a business that we deem eligible. We, at our sole discretion, may determine that a business is not eligible for any reason or without a reason.

14.2. We do not accept the following business categories to be listed on the platform: Guns/Firearms, Tobacco/Cigarettes/Cannabis, Pyramid Marketing, Adult Products & Entertainment, Contests and Raffles, Illegal Substances/Drugs and Financial Schemes. We reserve the right, at our sole discretion, to add and change prohibited business categories or/and add business categories that require licenses at any time. In case you are in doubt whether your business falls under any of the above categories, you must contact Customer Support.

14.3. In order to seek capital for a business through the platform you shall prepare presentation of your project, which shall include at least (but not limited to) the following information:

  • summary of the business project, including exact information on the subject of the project;
  • finance and business projections;
  • how do you plan to develop your business in future (long term sustainability);
  • presentation of the team (who are they, what is their background and credentials);
  • how much capital you aim to collect for your business;
  • what percentage of the business's equity you are offering in exchange for that capital.

14.4. We may ask you to make modifications to the money-raising campaign or to submit additional evidence to ensure that the business meets our eligibility criteria.

14.5. You may create a money-raising campaign for more than one business, and you may have multiple campaigns active at one time.

14.6. You may not withdraw your money-raising campaign from the platform after the beginning of the money-raising campaign.

14.7. The time period for the money-raising campaign will be determined by Cadia Support and can be shortened or prolonged only by Cadia Support.

14.8. The capital you aim to collect, equity offered, number of shares, price per share and voting rights are proposed by you and approved by Cadia, and may not be changed without Cadia approval.

14.9. Once the money-raising campaign is listed on the platform, the equity offered to the investors may not be decreased. It may be increased only after Cadia approval.

14.10. If the money-raising campaign is successful a new company will be incorporated as registered shares company in Belize. This does not in any way change your principal place and way of doing business. After incorporation your company is listed on the platform and the shares can be traded on the secondary market.

14.11. You agree that a Cadia affiliated Supervisor will be assigned to monitor the business process of your company.  

Supervisor’s role will be

  • Supervision of the Executive Director

  • Approval of all major decisions

  • Approval of cash transactions

‚Äč14.12. You agree not to sell your shares within 3 years of the exact date of the incorporation of the company or in accordance with the business plan of the project.

15. Participating in Money-raising campaigns

15.1. Money-raising campaigns contain detailed information including, but not limited to: project description, business plan, the amount of funds sought, etc ..) upon which you will make an investment decision with respect to the business. Our approval of a campaign does not mean that we are recommending that you make an investment in the business. We do not constitute financial, legal, or tax advice. You are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not insured and may lose value, and there is no bank or legal guarantee.

15.2. You represent and warrant to us that you understand and accept the risk arising from the purchase of shares in startup projects.

15.3. After you have decided to invest in a startup project the final step for you to make the investment will be to execute a Buy order on the platform. You should agree with the Risk Disclosure Statement and all accompanying declarations.

15.4. You may not withdraw your investment in a money-raising campaign. 

15.5. If the money-raising campaign fails to reach its goal, the money will be transferred back to your account. Cadia’s fees, shall be deducted from that amount.

15.6. If the money-raising campaign succeeds you have two options

   15.6.1 to become a direct shareholder. Your name will be directly listed in the share register of the newly incorporated company by a partnering Registered agent licensed under the International Business Company Act of Belize. or

   15.6.2. to become an actual (beneficial) share owner. Your shares will be held by Cadia as a nominee, and you will give us power to administer the shares on your behalf.

15.7. You agree not to transfer or sell shares outside Cadia Startup Exchange platform. You cannot use the shares as guarantee for loans, tangible or intangible assets. 

   15.7.1. Each Beneficial owner may sell his/her shares only through Cadia Startup Exchange secondary market to a person or legal entity, who is registered and verified user of Cadia Startup Exchange platform, without notice to the Newly incorporated company and at any time, as long as the Nominee (Cadia) remains the registered holder of such Beneficial Owner Shares. 

   15.7.2 In case a Direct shareholder wants to sell shares on the secondary market then he/she has to authorize Cadia to act as a Nominee on his/her behalf. 

15.8. In case of termination of  your account with Cadia Startup Exchange, operations with these shares can be done under the general regulations of the International Business Companies Act of Belize.

16. Trading

16.1. Buying and Selling on the platform is done electronically with confirming the orders through your account and entering your unique PIN number. The changes are reflected immediately in the Buyer, Seller and Company’s accounts.

16.2. It is your responsibility to ensure that the details of any Buy/Bid offer and/or Ask/Sell offer that you place using the services is correct. You may view a list of your bid/ask orders of companies shares under your Order book in your account.

16.3. In order to prevent a manipulation of the value of company’s share, you will not be able to increase or decrease the value with more than 25% per day.

17. Risk warnings

17.1. Most early-stage businesses fail, and if you invest in a business through the platform, it is significantly more likely that you will lose all of your invested capital than that you will see a return of capital or a profit. You should not invest more money through the platform than you can afford to lose without altering your standard of living.

17.2. Any investment you make through the platform can be highly illiquid. Although our platform facilitates a secondary market to trade shares from successfully funded startups, we do not guarantee that there will be enough demand that will allow you to exit your investment at any given time.

17.3. Early-stage businesses rarely pay dividends. This means that if you invest in a business through the platform, even if it is successful you are unlikely to see any return of capital or profit until you are able to sell your shares.

17.4. Any investment you make through the platform is likely to be subject to dilution. This means that if the business raises additional capital at a later date, it will issue new shares to investors, and the percentage of the investee company that you own will decline. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees of, service providers to or certain other parties connected with, the investee company.

17.5. Investing in early-stage businesses should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in early-stage businesses as an asset class, with the majority of your investable capital invested in safer, more liquid assets.

18. Prohibited Practices

18.1. The following Prohibited Practices (or any of them) in relation to the Services:

  • using unfair external factors or influences (commonly known as cheating); and/or
  • taking unfair advantage;and/or
  • opening any Duplicate Accounts; and/or
  • undertaking fraudulent practice or criminal activity

are not permitted and will constitute a material breach of the Terms and Conditions. We will take all reasonable steps to prevent and detect such practices and to identify the relevant individuals concerned if they do occur. Subject to the above, however, we will not be liable for any loss or damage which you may incur as a result of any Prohibited Practices, and any action we take in respect of the same will be at our sole discretion.

18.2. You agree that you shall not participate in or be connected with any form of Prohibited Practice in connection with your access to or use of the Services.

18.3. If we have reasonable grounds to believe that you have participated in or have been connected with any form of Prohibited Practice or you become bankrupt or suffer analogous proceedings anywhere in the world, then, (including in connection with any suspension and/or termination of your Account) we shall have the right, in respect of your Account to withhold the whole or part of the balance and/or recover from the account the amount of any funds which have been affected by or are in any way attributable to any of the event(s) contemplated in this paragraph. The rights set out in this paragraph are without prejudice to any other rights (including any common law rights) that we may have against you, whether under the Terms and Conditions or otherwise.

18.4. For the purposes of this paragraph 18:

"Fraudulent practice" means any fraudulent activity engaged in by you or by any person acting on your behalf or in collusion with you, and shall include, without limitation: 

  • fraudulent activity;
  • the collusion by you with others in order to gain an unfair advantage;
  • any attempt to register false or misleading account information;
  • any actual or attempted act by you which is reasonably deemed by us to be illegal in any applicable jurisdiction, made in bad faith, or intended to defraud us and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us any damage or harm.

"Criminal activity" shall include, without limitation, money laundering and any offence.

"Unfair advantage" shall include, without limitation:

  • the exploitation of a fault, loophole or error in our or any third party's software used by you in connection with the Services;
  • the use of third party software or analysis systems;
  • the exploitation by you of an Error;
  • in any case either to your advantage and/or to the disadvantage of us or others.

18.5. In exercising any of our rights under section 18 in relation to a Prohibited Practice, we shall use all reasonable endeavours to ensure that, while complying with our regulatory and other legal obligations, we exercise such rights in a manner which is fair to you and to our other customers.

18.6. We reserve the right to inform relevant authorities or other institutions of your identity and of any suspected Prohibited Practice by you, and you shall cooperate fully with us to investigate any such activity.

19. Affiliate Program

By creating an account you have the option, at your sole discretion, to use it as an Affiliate and promote Cadia to refer as many people as you want and earn commissions.

19.1. Every one of your referrals, as users, must have a unique email address.

19.2. You earn only from directly referred referrals.

19.3. A referral will never be able to modify the member who referred him/her.

19.4. We make available to you referral link, text, banner advertisements, button links, text links and other content, which link to Cadia Site, which you may display on your Affiliate Sites or send directly to people.

19.5.We grant you a non-transferable, non-exclusive, revocable license to place the Link/s on your Affiliate Sites and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Cadia's Site. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. We reserve all of our intellectual property rights in the Licensed Materials.

19.6. You will be solely responsible for the technical operation of your Affiliate Sites and the accuracy and appropriateness of materials posted on therein.

19.7. You are not permitted to register a domain name that includes, incorporates or consists of our trademarks or any domain name that is confusingly similar to such trademarks.

19.8. You will not use any unsolicited or spam email to promote Cadia and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats.

19.9. You may not advertise the Cadia Site in any unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable way.

19.10. From time to time, we may have in place arrangements by which we pay you affiliate commissions for referring investors to Cadia. Currently, we have the following types of affiliate commissions arrangements in place:

1. You earn 5% of Cadia's net fee as a commission, every time your referral invests in a startup project, listed on the platform.

2. You earn 5% of Cadia's net fee as a commission, every time your referral buys shares from a company, listed on the platform.

3. You earn 5% of Cadia's net fee as a commission, every time your referral sells shares from a company, listed on the platform.

4. You earn 5% commission of Cadia's 6% fee from a successfully funded startup campaign launched by a startup you referred.

19.11. Your commission is instantly added to your account balance when the transaction is completed by your referral. You may withdraw your commissions every time your account balance reaches the minimum withdrawal amount. All affiliate commissions will be paid gross of any tax you may be required to pay.

19.12. We may require you to pass anti-money laundering checks or other identification checks, or to satisfy other regulatory requirements, and we may decline to pay you any affiliate commissions until and unless you have done so. If you do not pass such checks or satisfy such requirements within a reasonable period of time, we may cancel your affiliate commissions.

19.13. Any or all of these affiliate commissions are subject to change or be withdrawn at any time and entirely at Cadia's management discretion. Such changes may impact the commissions payable in respect of referrals you have already made.

19.14. Our affiliate program is intended to encourage you to refer genuinely new investors to Cadia. We therefore reserve the right to refuse to pay affiliate commissions in respect of a private individual or business entity that is directly connected with you. That may include a family member or a business entity which you control, but it may also include other relationships where we believe that payment of affiliate commissions would not be consistent with the purpose of this Affiliate program. The determination as to whether to refuse to pay affiliate commissions will be made entirely at Cadia's management discretion.

19.15. From time to time, we may update these "Affiliate program" to take account of changes in the law or for any other reason at Cadia's management discretion. You will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the "Affiliate program" to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

19.16. Please note that we reserve the right to take action against manipulating our Affiliate program. If we determine at our sole discretion that such conduct is being practiced, we may withhold any commission payments accrued to the benefit of the relevant Affiliate. Cadia retains the right to review all commissions for possible Fraud, whether such Fraud is on the part of the User or on your part.

20. Copyright Policy

20.1. Ownership of copyright

The copyright in this website and the material on this website (including without limitation the text, computer code, artwork, photographs, images, music, audio material, video material and audio-visual material on this website) is owned by Cadia SE S.A.

20.2. Copyright license

Cadia SE S.A. grants to you a worldwide non-exclusive royalty-free revocable license to:

  • view this website and the material on this website on a computer or mobile device via a web browser;
  • copy and store this website and the material on this website in your web browser cache memory; and
  • print pages from this website for your own personal and non-commercial use.

Cadia SE S.A. does not grant you any other rights in relation to this website or the material on this website. In other words, all other rights are reserved.

For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast or show or play in public this website or the material on this website (in any form or media) without Cadia SE S.A.’s prior written permission.

20.3. Data mining

The automated and/or systematic collection of data from this website is prohibited.

20.4. Permissions

You may request permission to use the copyright materials on this website by contacting Cadia SE S.A.

20.5. Enforcement of copyright

Cadia SE S.A. takes the protection of its copyright very seriously.

If Cadia SE S.A. discovers that you have used its copyright materials in contravention of the license above, Cadia SE S.A. may bring legal proceedings against you seeking monetary damages and an injunction to stop you using those materials. You could also be ordered to pay legal costs.

If you become aware of any use of Cadia SE S.A. copyright materials that contravenes or may contravene the license above, please report this by contacting Customer Support.

20.6. Infringing material

If you become aware of any material on the website that you believe infringes your or any other person's copyright, please report this by contacting Customer Support.

21. Communications and Information

21.1. We will communicate to you in English and will always accept communications made to us in English.

21.2. You may contact us at any time by sending a message to Customer Support via the Chat/Ticket Support facility on our Website or by E-Mail to support@cadiase.com  or by calling +359 2 995 12 73

21.3. From time to time we may send you emails with information about activity on the platform, including new campaigns and the progress of existing ones. Any emails we send you about activity on the platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your Cadia account, our business, this Terms and Conditions or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.

21.4. In addition to the information set forth in each campaign, we may provide on the platform information about investing in or operating early stage businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". None of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

21.5. Where we provide hyperlinks to other websites, we do so for information purposes only. You use any such links at your own risk and we accept no responsibility for the content or use of such websites, or for the information contained on them.

21.6. Information on the Website is not offered as advice on any particular matter and must not be treated as a substitute for specific advice. In particular Information on the Website does not constitute professional, legal, regulatory, financial  or investment advice and must not be used as a basis for making investment decisions.

22. Complaints

Should you wish to make a complain regarding the Services, as a first step you should, as soon as reasonably practicable, contact Customer Support about your complaint, which will be escalated as necessary within our Customer Support team until resolution.

If there is a dispute arising from the Terms and Conditions which cannot be resolved by Customer Support, you can request that the matter be addressed by a manager or supervisor. We will endeavour to resolve the matter to your satisfaction either immediately or by contacting you subsequently.

23. Independent Investigation

You acknowledge that you have read this Terms and Conditions, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Cadia website and platform.

24. Changes to the Terms and Conditions

We reserve the right to change this Terms and Conditions.

Where we wish to make substantial changes to the Terms and Conditions, we will notify you by such method of notification as we may, in our sole discretion, deem appropriate, which may comprise:

  • email (to the primary e-mail address registered with your Cadia Account);
  • a message to your Inbox on the platform; or
  • notice on the Website;

and we may, at our discretion, invite you to accept the new Terms of Service by clicking on "yes" or "I accept", checking a "tick box" or any other similar method of confirmation by you.

If you provide us with any such confirmation, or continue to use the Website after notification under this paragraph, you shall, from such time, be deemed to have accepted, and be bound by, the new Terms and Conditions. If any change is unacceptable to you, you may either cease using the Services and/or close your Account.

For minor or insubstantial changes, we may not give you any notice of such changes, so you are advised to review the Terms and Conditions link on the Website on a regular basis.

 

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