Last Updated: 29th December 2023
User Agreement and Terms
This User Agreement (the “Agreement”) is between the party identified in the Registration Form and its affiliates and related parties (hereinafter referred to as the “User” or “you”) and Composability Ltd and its authorized agents and licensees (collectively referred to as “Composability,” “we,” or “us”). This Agreement governs your use of the composability.co.uk website, portal and apps (the “Site”) and the products and services provided in connection with it. By clicking the “Accept” button or otherwise agreeing to this User Agreement, you accept and agree to the terms and conditions outlined herein, as well as Composability’s Terms of Use incorporated herein, applicable each time you use the Site and for each transaction through Composability in which you participate. If you do not accept and agree to these terms and conditions, you will not have access to the Site. It is essential to read this Agreement and the Terms of Use carefully, as they contain important information. If you have any questions that this User Agreement cannot answer, please contact hello@composability.co.uk.
Please carefully read and understand the terms and conditions outlined below, as they govern your use of our platform. By accessing and using Composability, you agree to be bound by this User Agreement:
1. License:
You are hereby granted a limited, non-exclusive, non-transferable license to view the screens and materials on the Site, reproduce, solely for purposes of downloading to your computer, one copy of such screens and materials, and print a reasonable number of copies for your own investment analysis purposes. You must maintain all copyright, trademark, and proprietary notices on any copies you make under this license. Any other use of the Site without our prior written consent is expressly prohibited.
2. Trademarks:
“Composability” and “composability.co.uk” (the “Marks”) are service marks of Composability. You are not granted any license or right to use the Marks or any other trademark, service mark, logo, or image on the Site. All trademark rights are expressly reserved by us.
3. Fees:
Joining the Site is free. There is a monthly subscription fee (see website for latest fees) to access services and from time to time, Users may be offered additional products and services for a fee. Users are responsible for fees associated with services purchased by them and for consummated transactions in which they are involved through Composability. Unless otherwise stated, all fees payable for services (and any related costs or charges) are quoted in British Pounds. You are responsible for timely paying all applicable transaction charges, custody charges, taxes, and any other costs incurred in effectuating transactions.
a. In consideration for using the Platform, the User agrees that Composability shall be entitled to compensation equal to 8.5% of the total funding amount secured by the startup on the closing of the deal.
b. The total deal value refers to the monetary value of the investment or transaction resulting from the deal sourced through the Platform.
c. Payment of the compensation shall be made within [15] days from the completion of the successful transaction.
4. Composability as Venue:
Composability primarily acts as a venue for sellers to offer and for purchasers/investors to bid on interests in early-stage/growth-stage technology businesses. We do not provide recommendations, investment advice, or manage transactions for buying and selling interests. You are responsible for conducting due diligence on any business or investment opportunity presented on the Site. Composability is not liable for investment decisions made by you or any losses you may incur.
5. Offering:
Offers on the Site supplied by you or given by telephone or email to Composability indicate your binding intention to sell interests in early-stage/growth-stage technology businesses. All offers are therefore binding unless retracted, canceled, or modified before acceptance. Once a bid to your offer is accepted, you are obligated and agree to complete the transaction. Offers and bids, once accepted, are not retractable, cancelable, or modifiable. Transactions and the agreement of the parties are generally evidenced by a confirmation, which constitutes a binding agreement between the parties.
6. Links:
From time to time, other websites may provide hypertext links (“Links”) to the Site. Such Links do not imply any relationship or connection between us and the operator of the website containing the Links to the Site. We have no liability for your use of any website that provides Links to the Site. We have not reviewed the content of any site owned by a third party that may be linked to the Site and exercise no control over such sites. We have no responsibility for the content, privacy practices, or any other element of any such websites. No judgment, representation, or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any website to which the Site may link.
7. Confidentiality:
(a) “Confidential Material” shall mean any information disclosed to the User in connection with its membership to the Site, including the user identification number, the password to the Site, and any information that relates to or involves any of the early-stage/growth-stage technology businesses, including information relating to a business’s performance. From time to time, you may be required by a business, Manager, or Composability to sign a non-disclosure agreement before receiving business information, and you agree to sign such agreement.
(b) The User shall not have any obligation to preserve the confidentiality of any Confidential Material (i) which is already in its lawful possession without any obligation of confidentiality, (ii) which is or becomes generally available to the public other than as a result of an unauthorized disclosure by the User, (iii) which becomes available to the User from a source other than the Site or any other communication from Composability, without any obligation of confidentiality, (iv) between the User and the applicable business Manager and counterparty solely regarding the transaction involving such Manager and such counterparty, respectively, or (v) which is required to be disclosed by applicable law or legal process or pursuant to any legal, governmental, regulatory, or self-regulatory requests for information or documents (in such event, the requested party shall promptly notify Composability in writing before such disclosure, giving Composability an opportunity to object or limit the disclosure, and disclose only information required to be disclosed).
(c) The User acknowledges that the Confidential Material is proprietary and confidential, and that disclosing it to any third party could result in damage to Composability, the businesses, and/or the Managers. The User agrees to use the Confidential Material solely for evaluating whether to purchase or sell interests in early-stage/growth-stage technology businesses. The User agrees to keep the Confidential Material confidential and not disclose it, except to its representatives who need the information for evaluating an investment. The User shall inform its Representatives of the confidential nature of the Confidential Material and direct them to treat it confidentially and comply with this Agreement.
(d) The User understands that money damages would not adequately remedy a breach of this Agreement and agrees that Composability may seek equitable relief, including injunctions and specific performance, if the User or its Representatives breach or threaten to breach this Agreement. The User will be liable for reasonable legal fees incurred by Composability in connection with litigation related to a breach of this Agreement.
8. Use:
You agree to use the Site only for lawful purposes. You may not interfere or attempt to interfere with the proper working of the Site. You may not introduce viruses or other harmful computer code. You must not disclose or share your password to any third parties or use your password for any unauthorized purpose. You are solely responsible for all activity that takes place under your login information. If you become aware of any unauthorized use of your password or any security breach, you must promptly notify us.
9. Breach:
In the event we are unable to verify or authenticate any information you provide to us or if you breach this Agreement, we may issue a warning, temporarily suspend, indefinitely suspend, or terminate your membership and any other information you place on the Site. Additionally, you may be liable for damages caused by the breach.
10. Indemnity:
You agree to indemnify and hold harmless Composability, its affiliates, authorized agents, and licensees, and each of their respective employees, officers, directors, principals, members, partners, shareholders, and authorized agents from and against any and all losses, damages, claims, costs, and fees arising out of or related to your use of the Site, breach of this Agreement, or any transaction you are involved in through Composability.
11. No Warranty:
The Site is provided “as is,” “with all faults,” and “as available.” We do not warrant the accuracy, completeness, or currentness of any materials on the Site. We specifically disclaim all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee continuous, uninterrupted, or secure access to our services, and operation of the Site may be interfered with by numerous factors outside our control.
12. Limit of Liability:
In no event shall Composability, its affiliates, authorized agents, or licensees be liable to you or any third party for any damages arising out of your use of the Site, including any special, punitive, indirect, incidental, consequential, or similar damages. Our liability is limited to the amount of fees you pay to us in connection with the transaction giving rise to such liability. We are not liable for the failure of any buyer, bidder, seller, or offeree to fully perform its obligations.
13. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of England & Wales, without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England & Wales.
14. Status:
General Information Purposes Only: The content provided on composability.co.uk is for informational purposes only and is not intended as professional financial, legal, or investment advice. We make every effort to ensure that the information on this website is accurate and up-to-date; however, we cannot guarantee this and accept no liability for any information or advice provided.
No Professional-Client Relationship: Your use of composability.co.uk does not create a professional-client relationship between you and the website or its authors. We recommend that you consult with a qualified professional before making any investment decisions.
By using Composability, you agree to abide by this User Agreement and any future updates or modifications. If you do not agree to these terms, please refrain from using the Site.
By clicking the “Accept” button, you confirm that you have read, understood, and agree to the terms and conditions of this Agreement.