Legal

Platform terms and conditions

These terms apply to the VesperStone platform. At sign-up each user selects a role (Investor, Client or Partner) and accepts Part A together with the Part for that role. A signed written agreement (an Engagement Agreement, a non-disclosure agreement or an Independent Contractor Agreement) prevails over these terms where they conflict.

Part A: General platform terms

A1. Who we are

The VesperStone platform (the "Platform") is operated by VesperStone Ltd, company number 16183218, registered office 124-128 City Road, London, England, EC1V 2NX ("VesperStone", "we", "us").

A2. Acceptance and roles

By creating an account or using the Platform you accept this Part A and the Part that applies to your role:

  • Investor: Part B
  • Client: Part C
  • Partner: Part D

If you act for an organisation, you confirm you are authorised to bind it, and "you" includes that organisation. If you hold more than one role, each applicable Part applies to the relevant activity.

A3. Regulatory status

VesperStone Ltd does not provide regulated financial, investment or brokerage services. It is not authorised by the Financial Conduct Authority and is not a registered broker-dealer. Any service requiring regulatory authorisation is provided only through licensed third-party providers. In the United States, any securities activity is carried out through a registered broker-dealer, which is a separate entity from VesperStone Ltd.

A4. No offer, no advice

Nothing on the Platform is an offer, solicitation or recommendation to buy or sell any investment, or investment, legal, tax or accounting advice. Any investment is made only through definitive documentation provided to eligible persons by an appropriately authorised party. You must make your own independent assessment and seek your own professional advice.

A5. Eligibility

The Platform is for businesses and professionals acting in the course of business, not consumers. Investor access is limited to persons who qualify as investment professionals, high net worth companies, certified or self-certified sophisticated investors, or accredited investors, as applicable. We may verify eligibility, request KYC/AML information, and refuse, suspend or close access at our discretion.

A6. Accounts and security

Keep your login credentials confidential and do not share access. You are responsible for all activity under your account. Tell us immediately at security@vesperstone.com if you suspect unauthorised use.

A7. Acceptable use

You must not:

  • breach any law or regulation;
  • upload false, misleading or unlawfully obtained information;
  • download, copy or extract data-room content beyond what the permissions allow;
  • use automated tools to extract data;
  • attempt to bypass security or access controls;
  • use the Platform to contact other users for purposes unrelated to an opportunity presented on it.

A8. Confidential Information

"Confidential Information" means all non-public information made available through the Platform or by VesperStone. It includes opportunity materials, financial information, the identities and contact details of clients, investors, partners and counterparties, transaction terms and VesperStone's know-how.

It excludes information that:

  • is or becomes public other than through your breach;
  • you lawfully held before receiving it, as shown by written records;
  • you received lawfully from a third party not under a duty of confidence; or
  • you developed independently.

You must use Confidential Information only to evaluate or perform the relevant opportunity or engagement. You may disclose it only to your officers, employees and professional advisers who need to know it and are bound by equivalent duties, or where required by law (with prompt notice to us where lawful). The Part for your role sets how long this obligation lasts.

A9. Intellectual property

The Platform, its content and the VesperStone name and marks belong to VesperStone or its licensors. Materials uploaded by a client remain that client's property and are licensed to VesperStone for the engagement. You get no other rights.

A10. Data protection

We process personal data in line with our Privacy Policy. Where you upload personal data of others, you confirm you have a lawful basis to share it.

A11. Third parties and authorised partners

The Platform may connect you with third parties, including regulated partners, issuers, investors and service providers. We are not responsible for their acts, omissions, representations or services.

A12. Platform availability

The Platform is provided "as is" and "as available". We may change, suspend or withdraw any part of it.

A13. Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.

Subject to that:

  • we are not liable for loss of profits, revenue, business, opportunity or data, or for any indirect or consequential loss;
  • we are not liable for any investment or business decision you make;
  • our total liability arising from use of the Platform in any 12-month period is limited to the greater of GBP 1,000 and the fees you paid to VesperStone in that period.

A14. Suspension and termination

We may suspend or terminate access at any time, including for breach, failed KYC/AML or regulatory concerns. Clauses that by their nature survive termination continue in force, including confidentiality, non-circumvention, accrued fees, intellectual property, liability and governing law.

A15. Changes

We may update these Terms by posting a revised version or notifying you. Continued use after the effective date means you accept the update. Changes do not affect fees or rights already accrued.

A16. General

These Terms and any signed agreement between us form the entire agreement on their subject matter. A signed agreement prevails over these Terms where they conflict. You may not assign your rights without our consent. Invalid provisions are severed. No third party has rights under the Contracts (Rights of Third Parties) Act 1999, except VesperStone's affiliates and SPVs in relation to non-circumvention.

A17. Governing law and disputes

These Terms are governed by the laws of England and Wales. Disputes are resolved by binding arbitration under the LCIA Rules, seated in London, in English, before one arbitrator. Either party may seek urgent injunctive relief from any competent court, including to protect Confidential Information or enforce non-circumvention.

A18. Notices

Notices to us: legal@vesperstone.com and VesperStone Ltd, 124-128 City Road, London, EC1V 2NX. Notices to you: the email on your account.

Part B: Investor terms

Applies to users registered as Investors (including family offices, funds, institutions, high-net-worth individuals and their representatives).

B1. Purpose

VesperStone may present investment opportunities to you through the Platform. You do not pay VesperStone for this access. Your obligations are limited to confidentiality and non-circumvention.

B2. Confidentiality

You will keep all Confidential Information about opportunities, issuers, clients and counterparties confidential, as set out in clause A8. Return or destroy it on request, except copies you must keep by law or under routine back-up. This obligation lasts for 24 months from your last access to the relevant opportunity.

B3. Non-circumvention

For 24 months from the date an opportunity, issuer, client or counterparty (a "Protected Party") is first introduced or disclosed to you through VesperStone, you will not, directly or through any affiliate, fund, SPV or representative:

  • contact, negotiate or transact with that Protected Party about the relevant opportunity, or any related or successor transaction, except through VesperStone or its designated regulated partner; or
  • take any step intended to avoid or reduce fees payable to VesperStone by the Protected Party.

B4. Pre-existing relationships

Clause B3 does not apply to a Protected Party you can show, by written records, you had an active relationship with before VesperStone's introduction. You must notify us in writing within 5 business days of the introduction.

B5. Remedy

If you breach clause B3, you will compensate VesperStone for the fees it would have earned had the transaction been completed through it, without prejudice to other remedies.

B6. Investor acknowledgements

You acknowledge that:

  • VesperStone does not verify, and makes no representation about, any opportunity or issuer information;
  • you rely only on your own due diligence and the definitive documents; and
  • VesperStone may receive fees from issuers or clients.

Part C: Client terms

Applies to users registered as Clients (companies, sponsors, fund managers and project owners seeking capital or strategic advisory). Commercial terms (scope, retainer, success fees, exclusivity, tail period) are set in a separate signed Engagement Agreement. Without one, no services are owed and no fees are payable, except as set out in clause C6.

C1. Services

VesperStone provides strategic and corporate consultancy services. Any regulated activity is carried out only by licensed third-party providers (clause A3).

C2. No guarantee of outcome

VesperStone does not guarantee, promise or represent that:

  • any capital, financing, investor, partner or transaction will be obtained or completed;
  • any amount, valuation, timeline or terms will be achieved; or
  • any investor introduced will invest.

Any indication of target amounts, investor interest or timing is an estimate, not a commitment. Retainers and fees are not refundable because no capital is raised, unless your Engagement Agreement says otherwise.

C3. Your information

You are responsible for all information you provide or upload, including pitch decks, financials, projections and data-room content. You confirm it is accurate, complete and not misleading, and that you have the right to share it. You will promptly correct any information that becomes inaccurate. You indemnify VesperStone against losses arising from information you provide that is inaccurate or misleading.

C4. Compliance

You will:

  • provide KYC/AML information on request;
  • comply with securities, financial-promotion and other laws applying to your offering; and
  • not make representations to investors on VesperStone's behalf.

C5. Non-circumvention

You will not circumvent VesperStone or its regulated partners in relation to any investor, lender or counterparty introduced, contacted or materially engaged by VesperStone. This applies during the engagement and for 12 months after it ends, consistent with your Engagement Agreement.

C6. Fees and tail

Fees and tail protection are as set out in your Engagement Agreement. Where no Engagement Agreement is signed but VesperStone introduces an investor that later invests, you agree to negotiate fees in good faith.

C7. Confidentiality

VesperStone keeps your non-public information confidential. It uses that information only for the engagement and shares it only with prospective investors, regulated partners and advisers who need it, under confidentiality duties. Both parties' confidentiality obligations last for 24 months after the engagement ends.

Part D: Partner terms

Applies to users registered as Partners: independent advisers, introducers, business-development partners and specialists working with VesperStone on specific projects. These Terms set the framework. Commercial terms for each project are set only in a signed Project Addendum (Schedule 1). Where a Partner has signed a separate Independent Contractor Agreement, that agreement prevails.

D1. Engagement

VesperStone may invite you to support specific projects, for example with investor introductions, strategic partner sourcing, transaction support, capital-raising support, business development or deal-structuring coordination. Work is project-by-project. VesperStone has no obligation to offer work, and you have no obligation to accept it.

D2. Independent contractor

You act as an independent contractor. Nothing in these Terms creates an employment, worker, partnership, joint-venture or agency relationship. You decide how, when and where you work, may work for others (subject to clauses D7 and D8) and provide your own equipment. You have no authority to bind or commit VesperStone, or to represent yourself as its employee, agent or authorised representative, without its prior written approval. Any title VesperStone allows you to use is for marketing only and creates no employment, ownership or fiduciary relationship.

D3. Compensation

No compensation is due unless set out in a Project Addendum signed by both parties. Each Project Addendum sets the scope, the compensation structure, the share of retainers and success fees, payment timing, deal-attribution rules and any tail protection. Unless the Project Addendum says otherwise:

  • compensation is calculated on net fees actually received by VesperStone in cleared funds;
  • compensation is payable within ten (10) business days after VesperStone receives those funds;
  • you may invoice only after VesperStone has received the relevant funds; and
  • no fixed fee, salary, benefits or expenses are payable.

D4. Regulatory restrictions on compensation

You acknowledge that capital-raising activity may be regulated. Where a transaction is carried out through a regulated partner, such as a broker-dealer, compensation linked to that transaction may be restricted or prohibited unless you hold the appropriate registration. VesperStone may restructure, withhold or decline to pay any compensation that it reasonably believes would breach applicable law or a regulated partner's rules. You will:

  • comply with VesperStone's and its regulated partners' compliance procedures;
  • not solicit, advise on or negotiate the terms of any investment unless you are appropriately authorised; and
  • not hold, receive or handle investor funds.

D5. Taxes and statutory obligations

You are solely responsible for your own taxes, social contributions, insurance and statutory obligations, and you indemnify VesperStone against any such liability. VesperStone does not withhold or pay taxes for you unless required by law.

D6. Standards

You will:

  • act honestly and professionally;
  • not make any statement about VesperStone, its clients or opportunities that is not approved in writing;
  • use only approved materials;
  • comply with anti-bribery (Bribery Act 2010), anti-money-laundering, sanctions and data-protection laws; and
  • disclose any conflict of interest promptly.

D7. Confidentiality

You will keep all Confidential Information confidential under clause A8 during your engagement and for 12 months after it ends.

D8. Non-circumvention and protection of relationships

During your engagement and for twenty-four (24) months after it ends, you will not, directly or indirectly, solicit, contact, transact with, advise or enter into any business relationship with any investor, lender, client, strategic partner or counterparty that has been introduced, engaged or contacted by VesperStone, or disclosed to you in connection with a Project Addendum. This applies whether or not a transaction occurs. Investor lists, contact databases and relationship networks provided by VesperStone remain its exclusive property and may not be used for your own or third-party purposes. This clause does not apply to relationships you can reasonably show were pre-existing and independently developed, and not sourced through VesperStone.

D9. Intellectual property

All materials, analyses, work product and deliverables you create for VesperStone projects belong to VesperStone. You assign all related intellectual property rights to VesperStone and, to the extent permitted by law, waive moral rights.

D10. Use of name

You allow VesperStone to use your name, title and professional credentials in marketing materials during the engagement and for twelve (12) months after it ends, unless you withdraw consent in writing.

D11. Term and termination

Either party may end the Partner relationship with thirty (30) days' written notice. Ending it does not affect executed Project Addenda, including payment for transactions that close after termination within any tail period stated in the Project Addendum.

Schedule 1: Partner project addendum (template)

This Project Addendum forms part of the Partner Terms (Part D) [or the Independent Contractor Agreement dated: ] between VesperStone Ltd and [Partner legal name, company number, address] (the "Partner").

1. Project

[project name]. Client: [client legal entity]. VesperStone mandate: [e.g. Strategic Capital Advisor]; target raise [amount].

2. Partner role

[investor introductions / strategic advisory support / capital-markets coordination / transaction support / partner sourcing].

3. Compensation

  • Retainers: [percentage] of advisory retainers received by VesperStone from the Client for the Project.
  • Success fees: [percentage] of net success fees received by VesperStone attributable to the Project.
  • "Net fees" means fees actually received by VesperStone in cleared funds, after deducting bank, payment-processing, escrow-transfer and similar receipt costs. It excludes regulatory costs, operating expenses, reimbursements and third-party fees.

4. Attribution

Compensation applies only to [investors / counterparties] listed in a written introduction register acknowledged by VesperStone [by email within 5 business days of the introduction].

5. Payment timing

Within ten (10) business days after VesperStone receives cleared funds.

6. Tail

The Partner remains entitled for transactions closing within [12] months after the Project mandate ends, where the Partner materially contributed to the introduction or transaction.

7. Regulatory condition

Payment is subject to clause D4.

8. Other terms

All other terms are governed by the Partner Terms or the Independent Contractor Agreement.

Signed for VesperStone Ltd: Gabriele Saba, CEO. Date and signature.

Signed for Partner: name, title, date and signature.

Last updated: 5 October 2026