Terms and Conditions
Please read these Conditions carefully as they govern the provision of a digital profile package by us to you. We may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.
In these Conditions, "we", "us" or "our" means ESE Bonds Ltd trading as European Stock Exchange. When we refer to "ESE" this includes the website located at ("ESE Website"), and all other ESE platforms including mobile and tablet and the ESE Apps owned and operated by us.
ESE is not regulated by any investment authority and does not broker and or arrange any transactions that require regulation. We do not offer any advice whatsoever.
These Conditions apply to any profiles that are placed, renewed and/or amended until that profile expires or is amended or renewed.
1 OUR CONTRACT WITH YOU
i These Conditions apply to any profile (including all related materials connected with that profile) that is created on ESE by a company or individual and together with all other policies and terms posted on the ESE Website, set out the terms on which we enter into a contract with you to provide you with access to our platforms and services.
ii By creating a profile with us, you are deemed to have accepted these Conditions.
iii Each time we accept a request from you to create a profile on ESE, a separate severable contract is formed between you and us which is subject to these Conditions.
2 CREATING A PROFILE
ii ESE has two main types of profiles that can be public facing on the site. listed projects and Member firms. Listed projects are Companies or individuals seeking collaborators, capital or partners to assist in the development of their project. Member firms are investment companies, private equity funds even individual investors that wish to be public facing and highlight their investment preferences to both listed and potentially listed companies. Membership at a founder level is agreed individually and standard membership is based on the fee published at the time of submission and our full terms and conditions.
iii If we accept your profile, whilst we cannot give any guarantees regarding timescales, we aim to process and publish profiles supplied online within 14 days of receipt.
iv Profiles placed will appear on all ESE platforms, including desktop, mobile and tablet and may also feature on third party partner sites. To find out more about our partner sites, visit www.maximumone.com.
v As soon as your profile has been accepted for publication, a confirmation email will be sent to you explaining that the profile has gone live on ESE and you will be given a unique identification number in respect of your profile. In the event that a profile has been rejected for publication, we will attempt to contact you to explain why your profile has been rejected. In the event that we reject the profile prior to publishing, no charge will be incurred by you. Please note that no contract will be deemed to exist between you and us until we have sent you a confirmation email.
3 PROFILE CONTENT GUIDELINES
i Each profile may only feature one company seeking collaborators. If you have more than one company, you will need to create a separate profile for each company.
ii We are only able to display one profile for each company at any one time.
iii We may accept support documentation such as business plans and financial information for use in profiles. However, we reserve the right in our sole discretion not to include a document in a profile.
iv You are solely responsible for uploading any documents which form part of your profile unless agreed otherwise by us. We shall have no responsibility for the quality of any documents you upload or provide to us.
v Documents and materials which form part of the profiles may be checked by us to ensure that the content meets the following requirements:-
Documents submitted for inclusion in the profile must not contain: nudity, profanity, pornography, drug use, violence, attacks on individuals or groups (including sexist, racist, defamatory or homophobic material), obscene material, copyrighted material including music or radio audio, material that could be considered dangerous or encourage others to be dangerous.
vi If a document in your profile does not meet the requirements set out in Condition 3.5, we reserve the right not to publish the document, to remove the relevant document from the profile or to remove the profile in its entirety from ESE.
vii If you need to amend your profile, you can use the online edit functionality featured on ESE.
viii You warrant that:
• the information contained within the profile is a true and accurate representation of the company to which it relates;
• you will not act fraudulently and will deliver any shares or other products or services agreed that are lawfully bought from you;
• all copy, information and materials that you provide to us is complete, accurate, legal, non-defamatory, decent, honest and truthful;
• the publication of the profile by us will not breach any contract, infringe any third party intellectual property rights or other rights; render us or any other company in our group liable to any proceedings; and/or cause a detriment to our reputation and/or the reputation of any company within our group;
• you will not upload any files to ESE that contain a virus and/ or corrupted data; and
• the profile complies with these Conditions including without limitation Conditions 3.1 to 3.5.
4 OUR RIGHTS AND OBLIGATIONS
i We shall provide the profile service with reasonable care and skill in a professional and timely manner. However, you acknowledge and accept that it is technically impossible to guarantee that ESE will be continuously available online or to guarantee the corruption free or error free transfer of a profile to ESE.
ii From time to time, we will need to carry out maintenance on our equipment and systems, and we shall use our reasonable endeavours to ensure that, in so doing, minimum disruption to any profiles is caused.
iii We will use reasonable endeavours to remedy faults or errors on ESE as soon as possible. [You acknowledge and accept that once a fault or error has been reported to us, it may take up to 48 hours for us to investigate and rectify the problem].
iv We do not monitor or control and shall not be responsible for the content of your profile which you agree is your sole responsibility. Accordingly, you shall be responsible for any losses, expenses or other costs incurred by us caused by an untrue statement or inaccurate or unlawful content.
v We reserve the right to refuse to publish any profile without reason and to classify, edit and delete a profile at our sole discretion so as to: comply with legal or moral obligations placed on you or us; avoid infringing third party rights, or any relevant legislation; respond to any complaints; correct typographical errors or technical inaccuracies that may appear from time to time; and for any other technical and/ or quality reasons. Where possible, we will attempt to contact you to inform you of these changes prior to publication and/or edit.
vi We may at any time remove any or all of the materials from the profile which in our opinion are unlawful or are in breach of these Conditions.
vii We may at any time vary the technical specifications of ESE (or any parts of them) for operational reasons.
5 CHARGES AND PAYMENT
i The cost of creating a profile on ESE depends on the package you select and all prices are quoted on ESE.
ii We have the right to change our rates at any time and for any reason but any revised rates shall not apply to any profiles placed with us before publication of the revised rates.
iii All profiles must be pre-paid prior to publication.
iv Payment for profiles is made by wire transfer to our account.
6 INTELLECTUAL PROPERTY RIGHTS
i In respect of any materials which you supply to us ("Materials"), you grant us a non-exclusive, irrevocable, perpetual and royalty free licence to use such Materials for any purpose. You confirm that neither you nor any other person will assert any moral rights in or relating to the Materials referred to above against us or any third party.
ii You agree that all intellectual property rights (including, without limitation, copyright, trademarks, database rights and design rights (whether registered or not)) in any copy, text, artwork, photographs or other materials which we have created and/or in any way altered for you in connection with the profile shall belong to us absolutely.
7 OUR RIGHT TO TERMINATE THE CONTRACT
i We shall be entitled to terminate the contract with you and remove a profile at any time. We will provide you with notice of the removal of your profile.
ii We may immediately suspend or terminate the contract and remove a profile where:
• you breach a term of these Conditions;
• you breach any of the provisions of Condition 3.8;
• we reasonably suspect that you are not complying with the provisions of Condition 3.8;
• You create a profile for one company and then modify profiles details to display multiple companies;
• if in our reasonable opinion, we have reason to believe that you have been abusive to our staff or we receive a complaint from a third party regarding your conduct in the collaboration; and/ or
• any competent law enforcement or compliance authority instructs, advises or makes a recommendation to us to take down any of your adverts and/or suspend the delivery of services to you.
iii If we remove a profile in accordance with Condition 7.2 above, you will not be entitled to any refund for the profile in question.
8 YOUR RIGHT TO CANCEL
i Please note that the digital profile package provided by ESE is a bespoke package, tailored to your requirements and is created instantaneously.
ii By submitting your profile for publication, you acknowledge that your right to cancel the contract at no cost to you will be lost.
iii A profile can be cancelled at any time by you, for example to avoid unwanted responses but no refunds will be given unless you cancel due to our breach of the contract.
9 SEEK LEGAL ADVICE
i You must not rely on the information on this website as an alternative to legal advice from your attorney or other professional legal services provider.
ii If you have any specific questions about any legal matter you should consult your attorney or other professional legal services provider.
iii You should never delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action because of information on this website.
i Nothing in these Conditions shall exclude or restrict our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation and/or for any other liability which we are not permitted to exclude or limit by law.
ii If we fail to comply with these Conditions, we are responsible for loss or damage that you suffer as a foreseeable result of our breach of the Conditions or our negligence but we are not responsible for any loss or damage that is not foreseeable or for any loss or damage not caused by any breach on our part. Loss or damage would be foreseeable if it were an obvious consequence of our breach or if it were contemplated by you and us at the time the profile was published and the contract was formed.
iii We will not be liable for any loss or damage caused by a distributed denial of service attack, viruses, malicious or impairing computer programs or other technologically harmful material that may affect ESE, your profile and/ or may infect your computer equipment, computer programs, data or other proprietary material due to your use of ESE or your downloading of any material posted on it or on any website linked to it.
iv We cannot guarantee that by creating a profile on ESE, you will find collaborators and we do not commit to finding any for you. Our role is solely to provide a platform on which you can profile your company.
v If, as a result of creating a profile, you are successful in collaborating with any third party, ESE will not be connected in any way to that collaboration and will not be liable or responsible under any contract you might enter into with a third party.
vi You agree that any questions and complaints regarding a company displayed in your profile will be your responsibility only and that we do not have any liability in this regard.
vii In the event of any error or omission in a profile, we may at our sole discretion either amend the relevant part of the profile or refund or adjust the charges. No refund, amendment or adjustment to the charges will be made where in our sole opinion, the error or omission does not materially detract from the profile or where it arises as a result of incorrect or inadequate information provided by you.
viii We shall not be liable to you for any delay in performing and/or any failure to perform our obligations to you if the delay or failure is due to any event outside of our reasonable control (including without limitation, any act of God, fire, flood, explosion, storm, epidemic or natural disaster, strike, terrorist attack or threat of terrorist attack, infrastructure failure or power failure, denial of service attack, failure of public or private telecommunications networks).
ix Nothing in these Conditions affects your legal rights.
i You use our Services solely at your own risk. They are provided to you “as is” and “as available” and without warranty of any kind, express or implied.
ii ESE specifically disclaims any and all warranties and conditions of merchantability, non-infringement, and fitness for a particular purpose, and any warranties implied by any course of dealing, course of performance, or usage of trade. No advice or information (oral or written) obtained by you from ESE shall create any warranty.
i If you do something that results in litigation against us, or fail to comply with any of the promises you make in this agreement, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of ESE. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to this indemnification clause, in which case you agree that you’ll cooperate and help us in asserting any defences.
13 LIMIT OF LIABILITY
i To the fullest extent permitted by law, in no event will ESE, its directors, employees, partners, suppliers, or content providers be liable for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind, including but not limited to damages (i) resulting from your access to, use of, or inability to access or use the Services; (ii) for any lost profits, data loss, or cost of procurement or substitute goods or services; or (iii) for any conduct of content of any third party on the Site. In no event shall ESE liability for direct damages be in excess of (in the aggregate) one hundred British Pounds (£100.00).
14 DATA PROTECTION AND SECURITY
i By submitting a profile to us, you are requesting that your profile appears on ESE. This means that the profile and all information contained within it can potentially be viewed by all persons with internet access throughout the world. You consent to the publication of your data in this way.
15 INFORMATION ABOUT US AND HOW TO CONTACT US
Your application is being administered by ESE which is the trading name of ESE Bonds Limited, a company registered in England and Wales with registered company number 07782458, and whose registered office address is ESE Bonds Limited, Penhurst House, 352-356 Battersea Park Road, London, SW11 3BY, UK
i If you wish to contact us in writing, you can do so by e-mailing contact@europeanstockexchange
If you would like to speak to us on the telephone to discuss a profile that you have placed, or for general enquiries, please call +44 20 3411 0916. Please leave a message with contact details and we will contact you as soon as possible.
ii Please note that if we have to contact you or give you notice in writing, we may do so by e-mail, or by pre-paid post to the address you provide to us at the time you placed the profile.
This website is administered by ESE Bonds Ltd, A Belize Corporation 21 Regent Street, 2nd Floor, P.O. Box 1871, Belize City, Belize C.A
i We may transfer our rights and obligations under these Conditions to a third party and we will always notify you in writing if this happens. This will not affect your rights or our obligations under these Conditions.
ii Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them or any part of them is unlawful, the remaining paragraphs or parts will remain in full force and effect.
iii If we fail to insist that you perform any of your obligations under these Conditions, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive an obligation by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.
iv These Conditions form a contract between you and us. No other person shall have any rights to enforce them. Although you do not have to be incorporated to list on the ESE someone has to be a responsible party to the terms and conditions and charter within ESE. Therefore it is implied a person trading as a project prior to incorporation would take on all these obligations as an individual.
v These Conditions are governed and construed by English law. This means that the contract formed between you and us and any dispute or claim arising out of it will be governed by English law.