1. Introduction: Summit is delighted to back you with your investment or divestment. Summit has developed the Summit Platform (Platform) that may enable you to conclude commercial transactions through the introduction, functionality or services provided by Summit and its representatives.
2. IMPORTANT NOTICE: The information provided on the Summit Platform (Platform) is provided only to qualified professional investors/ funders. Your attention is drawn to the Important Investment Notice below.
3. Parties: The parties to this agreement are the entity/ person that intends to invest (”Funder/You”) in a commercial transaction published on the Summit Platform and Summit Deals UA (”Summit/Us”) (including any entity that Summit may elect within the Summit group) and the successors in title of such parties (“Parties”).
4. Purpose: The agreement governs all engagements between the parties that may include but will not be limited to all commercial transactions including but not limited to funding, investment or divestment in transactions that have been introduced to the Funder through the Summit. The parties undertake to honour these terms in addition to the general Summit Platform Terms of Use and other written agreements that the parties may enter into. If any of the terms of other agreements are in conflict with this agreement then the conflicting terms shall be interpreted to follow the commercial objective.
5. Non-Circumvention: The Funder acknowledges that it may be introduced to investment opportunities by Summit relating to investment or divestment opportunities published on the Summit Platform and the Funder will not after being introduced, directly or indirectly circumvent or attempt to circumvent Summit for a period of three years after the last interaction between the Funder, Summit or the introduced party. This period will automatically be extended if the parties have already commenced to negotiate or transact until the latter of (i) the conclusion of the transaction, (ii) unconditional failure of the transaction or (iii) 2 years after the last interaction.
6. Good Faith and Confidentiality: To protect the relevant interests of the parties pertaining to proprietary Confidential Information (“Confidential Information”), the parties agree to act with the utmost good faith (even after the expiration of the Term) and to commit to the mutual confidentiality undertakings on terms that are customary to confidentiality agreements. Confidential Information of Investee entities to the Funder will not grant the Funder with any title to such Confidential Information. The mutual confidentiality undertaking will only relate to proprietary information that is not in the public domain or known (or will become known independently from the disclosing party) by the receiving party. The parties therefore undertake to use the Confidential Information only for the intended engagement and they undertake not, without the written consent of the disclosing party, to disclose Confidential Information to any third party. The Parties shall take the necessary steps to ensure that the confidentiality undertaking is honoured by its officers, employees, agents and advisors acting on its behalf and that such parties will only receive information on a need-to know basis. The Parties agree that they shall protect the Confidential Information using a high standard of care to manage and store the confidential Information to prevent unauthorised disclosure or access. The Parties unconditionally undertake to return or destroy the Confidential Information at the expiration of the Term or at the request of the disclosing party.
7. Warrantees and Indemnity: Summit, including its affiliated entities, advisors executives, employees and advisors (”Summit Parties”) do not give any warrantee or guarantee with regards to any information published on the Summit Platform, the accuracy of the information of the investment opportunities or performance of the Platform including the probability of successful transactions. Summit including the Summit Parties will have no liability of any nature, whether in contract, delict or otherwise, for any losses, damages, costs or expenses (“losses”) whatsoever and howsoever caused arising from or in any way connected with information contained on its Platform and all, except where such losses are caused by its gross negligence or wilful conduct. In any event, the total aggregate liability of Summit and Summit Parties for any claim whatsoever arising as a result of the use of the Summit Platform and related functionality and services shall be limited to and shall not exceed an aggregate (inclusive of costs) amount to € 5,000. No recourse shall exist against the estates of the Summit Parties.
8. Breach and Termination: Should either party (“the defaulting party”) fail to punctually, partially or at all comply with any of its obligations in terms of this agreement, the other party (“the non-defaulting party”) shall be entitled, in addition to all other rights that it may have, to issue a notice calling on the defaulting party to remedy any such default within 5 (five) working days. If the defaulting party fails to satisfactorily remedy such default, the non-defaulting party shall be entitled, in addition to any other rights and remedies that it may have, including the right to recover damages, including direct, indirect and consequential damages, to:
8.1 claim specific performance; or
8.2 terminate this agreement, such termination to be effective from the date stipulated in the termination notice delivered to the defaulting party, or, in the event that no termination date is stipulated in such notice, immediately upon delivery of such notice to the defaulting party.
9. General
9.1. Notices: The parties choose their physical addresses submitted to each other as the address where they will receive all communications an notices (legal or otherwise)
9.2. Legal Costs: Any party successfully enforcing or defending its rights in terms of this agreement and/or statement of work shall be entitled to all legal cost as between attorney and own client (including counsel’s fees), tracing fees and/or collection charges and/or disbursements and/or fees of whatever nature and shall be payable by the other party on demand.
9.3. Severability: any provision in this agreement which is or may become illegal, invalid or unenforceable shall be severed from the balance of this agreement without invalidating the remaining provisions thereof or affecting the validity or enforceability of such remaining provisions;
9.4. Entire Agreement: save as expressly provided for herein, this agreement constitutes the entire contract between the parties and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied, have been made by any of the parties or on their behalf except as are recorded herein;
9.5. Conflict: In the event of conflict between these Terms of Use and the [Summit Platform Terms of Use](https://www.summit.deals/), or any other agreements between the parties the terms within these Terms of Use will prevail, to the extent that the conflict provision is legitimate.
9.6. No Waiver: save as expressly provided for in this agreement, no relaxation, waiver, extension of time, indulgence or latitude which any party (“the grantor”) may show, grant or allow to another (“the grantee”) shall in any way constitute a waiver by the grantor of any of the grantor’s rights in terms of this agreement and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter;
9.7. Jurisdiction and Notice: This agreement shall be governed and interpreted in accordance with the substantive laws of the Netherlands, and the agreement will be subject to the non-exclusive jurisdiction of the courts in Amsterdam.
9.8. No Amendment: No amendment to this agreement shall be valid unless reduced to writing and signed by the parties.
9.10. Payment: No payment will be required from a Funder for the use of the Summit platform initially. However, Summit may introduce fees for use of the Summit Platform by the Funder in future. The Funder shall only become liable for payment if the Funder has agreed to such payment terms.
​​10. IMPORTANT INVESTMENT NOTICES
10.1. The information provided on the Summit Platform does not constitute an offer to sell or solicitation of an offer to buy investments, may not be used to make such an offer and no person receiving information should construe it as such. If an offer to sell investments is made in the future, it will be on the basis of a final information memorandum or equivalent document and not on the basis of information provided on the Platform.
10.2. In making an investment decision, investors must rely on their own examination of the partnership and the terms of the offering, including the merits and risks involved. The interests have not been recommended, approved or disapproved by any securities commission or similar authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this memorandum. In making an investment decision, prospective investors should not construe the contents of this memorandum as legal, tax, investment or other advice.
10.3. Reasonable care has been taken to ensure that the facts provided on the Platform are true and accurate in all material aspects and that there has been no omission of material facts that would make misleading any statement, whether of fact or opinion. However, no warranty is given in respect of any particulars and the information provided on the Platform or otherwise and Summit does not under any circumstances imply that the information provided is correct.
10.4. Each prospective investor should make its own inquiries and consult its own advisors as to: (a) the possible tax consequences; (b) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisition; (c) any foreign exchange restrictions or foreign exchange, (Central/Reserve Bank) control requirements, which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, holding or disposal of the interests, and (d) other relevant matters concerning an investment in the interests and the suitability of the investment for such investor. In considering the prior performance information provided , prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the fund will achieve comparable results. Certain information provided constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “projected equity multiple,” “projected IRR,” “projected expenses,” “estimate,” “estimated value,” “intend,” “continue,” “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described , actual events or results or the actual performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements.