Terms of Service

These Terms of Service ("Terms") govern all engagements between Affluent Ventures LLC doing business as 029 Capital ("Company," "we," "us," or "our"), an established advisory practice, and any client engaging Company for advisory, capital introduction, commercial introduction, or related services ("Client," "you," or "your"). By engaging Company under any Engagement Letter, Client agrees to be bound by these Terms.

1. Definitions

"Engagement Letter" means any written proposal, statement of work, or scope of services accepted by Client under Section 3.

"Services" means the advisory, strategic, capital introduction, commercial introduction, or related work described in an Engagement Letter.

"Deliverables" means any work product created by Company specifically for Client in the course of the Services.

"Fees" means all amounts payable by Client under an Engagement Letter, including the Engagement Fee, success fees, and expenses.

"Engagement Fee" means the fixed compensation payable by Client under an Engagement Letter, as set out in Section 6.

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Services, whether marked as confidential or reasonably understood to be confidential from context.

2. Services and Scope

Company will provide the Services described in the Engagement Letter. The scope of Services is limited to what is expressly stated in the Engagement Letter. Any work outside that scope requires a written change order confirmed by both parties under Section 12.

Company provides strategic, advisory, and introduction services. Company does not provide legal, tax, accounting, or regulated financial advice unless expressly stated. Client is responsible for engaging qualified professional advisors for any regulated matters.

3. Engagement Formation

An engagement is formed upon Client's acceptance of the Engagement Letter through any of the following:

(a) electronic signature via PandaDoc, DocuSign, or comparable e-signature platform;

(b) written confirmation by email;

(c) payment of the first invoiced installment; or

(d) commencement of the Services pursuant to Client's written instruction.

Electronic signatures and confirmations transmitted by email or e-signature platform have the same legal effect as original ink signatures.

4. Term

The engagement commences on the Effective Date specified in the Engagement Letter and continues until (a) completion of the Services, (b) expiration of the term stated in the Engagement Letter, or (c) termination by either party under Section 27.

5. Fees and Payment Terms

Fees are set out in the Engagement Letter and are exclusive of value-added tax and any similar taxes, which are payable by Client where applicable. All Fees are payable in the currency stated in the Engagement Letter.

Payment is due within fourteen (14) days of invoice date unless the Engagement Letter specifies otherwise. Payment shall be made by wire transfer or such other method as Company reasonably designates. Client bears bank charges and currency conversion costs on its side.

6. Engagement Fee

The Engagement Fee is a fixed amount agreed by the parties in the Engagement Letter as compensation for Company's undertaking of the mandate, allocation of professional capacity to the engagement, and the foregoing of alternative engagements during the engagement period. The Engagement Fee is not calculated on an hourly basis.

The Engagement Fee is payable in accordance with the payment schedule set out in the Engagement Letter. Each installment becomes due on the date stated in the payment schedule. Company's ability to enforce quality obligations, revise Deliverables, and remediate concerns under Section 15 exists independently of the payment schedule, and Client is not required to withhold payment to enforce such quality obligations.

7. Success Fees

Where the Engagement Letter provides for a success fee, contingent fee, or transaction-based compensation, such fee is earned upon occurrence of the triggering event described in the Engagement Letter and is subject to Section 33 regarding regulated activities.

8. Expenses

Client shall reimburse Company for pre-approved out-of-pocket expenses incurred in performing the Services, including travel, accommodation, third-party research, and data subscriptions. Expenses above one thousand euros (EUR 1,000) per item require prior written approval by Client.

Where Company enters into non-cancellable third-party commitments in connection with the engagement, Client remains liable for such committed costs.

9. Invoicing and Late Payment

Company will invoice Client in accordance with the payment schedule stated in the Engagement Letter. Invoices not paid by the due date accrue interest at the statutory default rate applicable under the governing law.

Client shall reimburse Company for reasonable and documented costs of collection, including attorneys' fees and court or arbitration fees incurred in recovering overdue amounts.

If Client disputes any portion of an invoice, Client shall notify Company in writing within thirty (30) days of receipt, specifying the disputed amount and the basis for the dispute. Undisputed portions remain payable in full on the original due date. The parties shall attempt to resolve any disputed portion in good faith before initiating formal proceedings.

10. Assignment of Receivables

Company may assign, transfer, or factor receivables owed by Client under an Engagement Letter to third parties in the ordinary course of business, including for purposes of accounts receivable financing. Client agrees to make payment directly to any assignee upon written notice of assignment. The terms of the engagement, including Company's ongoing performance obligations, are not affected by any such assignment.

11. Refunds, Revisions, and Cure

Fees paid under the payment schedule are non-refundable, and installments falling due under the payment schedule remain payable, subject to the revision and cure process set out in this Section.

Before terminating the engagement for alleged inadequate performance, Client shall notify Company in writing specifying the concern in reasonable detail. Company shall address the concern through good-faith revisions or corrective action within thirty (30) days at no additional cost. This revision and cure process is a required step before Client asserts breach.

If Company materially breaches these Terms or the Engagement Letter and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach, Client is entitled to (a) terminate the engagement and (b) release from future installments attributable to Services not yet performed. Amounts already paid and installments attributable to Services performed remain non-refundable.

12. Change Requests

Any modification to the scope, timeline, or Fees of an engagement requires a written change order confirmed by both parties. Company is not obligated to perform work outside the agreed scope until a change order is confirmed.

13. Mutual Cooperation and Progress Reporting

Client shall (a) provide timely, accurate, and complete information reasonably required for Company to perform the Services, (b) make available appropriate personnel to respond to Company's inquiries and provide approvals, (c) obtain all internal authorizations required for Client's participation in the engagement, and (d) comply with all laws applicable to Client's business.

Company shall (i) cooperate reasonably with Client, (ii) provide regular progress updates at a frequency appropriate to the engagement (and not less than monthly for engagements of three months or longer), and (iii) inform Client promptly if Company becomes aware of any material issue that could affect the timing, scope, or outcome of the Services.

Timelines in the Engagement Letter assume Client responsiveness within reasonable business timeframes. Delays caused by Client's failure to perform its responsibilities extend Company's deadlines accordingly and do not affect the Engagement Fee or the payment schedule.

14. Deliverables, Acceptance, and Revisions

Company will deliver the Deliverables described in the Engagement Letter in accordance with the criteria stated therein. Client shall review each Deliverable within ten (10) business days of receipt and either accept it or provide specific written objections identifying material deviations from the criteria stated in the Engagement Letter. Failure to respond within ten (10) business days constitutes acceptance.

If Client provides timely written objections identifying material deviations, Company will address such objections through reasonable revisions at no additional cost until the Deliverable meets the criteria stated in the Engagement Letter. This revision commitment is Company's primary quality remediation and applies before any refund or termination claim under Section 11.

Cosmetic preferences or objections not tied to material deviations from the criteria stated in the Engagement Letter constitute change requests under Section 12.

15. Standard of Care and Quality Commitment

Company shall perform the Services with the skill, care, and diligence expected of a competent professional providing advisory services of similar nature and scope. Company shall use qualified personnel and appropriate methodology in performing the Services.

If Client raises a reasonable concern regarding the quality of the Services or a Deliverable, Company will engage in good faith to address the concern, including through additional revisions, replacement personnel where appropriate, or supplemental analysis, at no additional cost to Client. This quality commitment is Company's primary obligation to Client's satisfaction and applies before any termination or breach claim.

16. Independent Contractor

Company performs the Services as an independent contractor. Nothing in these Terms creates any employment, partnership, joint venture, agency, or fiduciary relationship between the parties. Each party is responsible for its own tax and regulatory obligations.

17. Intellectual Property

Company retains ownership of its pre-existing methodologies, frameworks, templates, know-how, tools, and internal work papers ("Background IP"), and of general knowledge, skills, and experience gained in the course of the engagement.

Upon full payment of the Fees due under the Engagement Letter, Client receives a non-exclusive, worldwide, royalty-free, perpetual license to use the Deliverables for Client's internal business purposes. Deliverables may be shared with Client's professional advisors and affiliates under duty of confidentiality. Client shall not resell or sublicense the Deliverables to third parties without Company's prior written consent.

Where Background IP is embedded in the Deliverables, Client's license extends to such Background IP solely as embedded in the Deliverables and solely for Client's internal business purposes.

Company may use general methodologies and know-how developed or refined in the course of the engagement for other clients and for Company's own business, provided that Company does not disclose Client's Confidential Information in doing so.

18. Confidentiality

Each party (the "Receiving Party") shall hold the other party's (the "Disclosing Party") Confidential Information in confidence and use it solely for purposes of performing under the Engagement Letter. The Receiving Party shall protect the Disclosing Party's Confidential Information with reasonable care and no less than the care it uses for its own confidential information of similar sensitivity.

Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is lawfully received from a third party without confidentiality restrictions, or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information as required by law, subpoena, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice where legally permitted.

Confidentiality obligations survive termination for three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

19. Data Protection

Where Company processes personal data on behalf of Client in connection with the Services, Client acts as the data controller and Company acts as the data processor within the meaning of Regulation (EU) 2016/679 ("GDPR") and equivalent applicable data protection laws.

Company will (a) process personal data only on documented instructions from Client, (b) ensure that persons authorized to process personal data are bound by confidentiality, (c) implement appropriate technical and organizational security measures, (d) assist Client with data subject requests and regulatory obligations at Client's reasonable expense, and (e) delete or return personal data upon termination of the engagement, at Client's option.

Where Services involve outreach, prospect research, data enrichment, or communications directed by Client at third parties, Client determines the purposes and means of such processing and is the controller with respect to such activities. Client is responsible for the lawful basis of such processing, for obtaining any required consents, and for compliance with applicable marketing, e-privacy, and anti-spam laws.

Cross-border transfers of personal data outside the EEA are governed by the Standard Contractual Clauses adopted by Commission Implementing Decision (EU) 2021/914, incorporated herein by reference.

20. Marketing and Case Study Rights

Company may refer to the engagement in aggregated or anonymized form in Company's business development materials, thought leadership content, and general marketing materials, without identifying Client by name.

Use of Client's name, logo, or specific project details in public case studies, testimonials, or promotional materials requires Client's prior written consent, which shall not be unreasonably withheld. Consent given may be revoked as to future publications but does not require Company to remove materials already published or in distribution.

21. Publicity

Neither party shall issue any press release or public announcement regarding the engagement without the other party's prior written consent, except that either party may disclose the existence of the engagement to its professional advisors, investors, and financing sources under duty of confidentiality, or as required by law.

22. Non-Solicitation of Personnel

During the engagement and for twelve (12) months following its termination, Client shall not, without Company's prior written consent, solicit for employment, hire, or engage as an independent contractor any employee, contractor, advisor, or project collaborator whom Company has introduced to or engaged for the engagement.

This restriction does not apply to (a) general public recruitment advertisements not specifically targeted at such persons or (b) persons who respond to Client on their own initiative without solicitation.

For each breach of this Section, Client shall pay Company liquidated damages of twenty-five thousand euros (EUR 25,000) per person solicited or hired, which the parties acknowledge as a fair and reasonable pre-estimate of Company's actual damages including recruitment and replacement costs, loss of project continuity, and opportunity cost, and not as a penalty.

23. Anti-Bribery, Sanctions, and Compliance with Laws

Each party shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering, and economic sanctions laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and sanctions administered by the U.S. Office of Foreign Assets Control, the European Union, and the United Kingdom.

Client warrants that (a) it is not, and is not owned or controlled by, any person subject to applicable sanctions, and (b) Client will not use Company's Services to further any unlawful purpose.

24. Warranties and Disclaimer

Company warrants that it will perform the Services with the skill and care set out in Section 15. Client's remedy for a breach of this warranty is the revision, remediation, and cure process set out in Sections 11, 14, and 15.

Except as expressly stated in Section 15 and this Section, the Services and Deliverables are provided without other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Company gives no warranty regarding specific business outcomes, financial results, capital raised, transactions closed, or strategic success.

Company's obligation under the engagement is one of professional means, not of specific outcome. Client acknowledges that outcomes depend on numerous factors outside Company's control, including market conditions, Client's execution, and third-party decisions.

25. Limitation of Liability

Company's aggregate liability under or in connection with an engagement, whether in contract, tort, or otherwise, shall not exceed the total Fees actually paid by Client to Company under the applicable Engagement Letter during the twelve (12) months preceding the event giving rise to the claim.

Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, business opportunity, data, or goodwill.

The limitations in this Section do not apply to (a) either party's confidentiality obligations, (b) Client's payment obligations, (c) either party's indemnification obligations, or (d) liability that cannot be excluded or limited under applicable law.

26. Indemnification by Client

Client shall defend, indemnify, and hold harmless Company and its officers, employees, and affiliates from and against third-party claims, damages, losses, and reasonable attorneys' fees arising out of (a) any data, materials, or contact lists provided by Client to Company, (b) processing activities performed on Client's instructions under Section 19, including outreach, enrichment, and communications directed at third parties, (c) Client's use of the Deliverables for purposes beyond those contemplated by the Engagement Letter, or (d) Client's violation of applicable law in connection with the engagement.

Company shall promptly notify Client of any claim subject to indemnification and reasonably cooperate with Client in the defense at Client's expense.

27. Termination

Either party may terminate an engagement for convenience upon thirty (30) days' prior written notice to the other party. Termination by Client for convenience does not affect Client's obligation to pay the Engagement Fee under the payment schedule; provided that Company remains obligated to perform the Services during the notice period and to comply with the quality obligations set out in Sections 14 and 15.

Either party may terminate an engagement immediately upon written notice if (a) the other party materially breaches these Terms or the Engagement Letter and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or (b) the other party becomes insolvent, files for bankruptcy, or has a receiver appointed.

28. Effect of Termination and Data Return

Upon termination for any reason other than Company's uncured material breach:

(a) installments of the Engagement Fee remain due and payable in accordance with the payment schedule set out in the Engagement Letter;

(b) Client shall pay committed non-cancellable third-party costs incurred under Section 8;

(c) Company shall deliver to Client any Deliverables completed or in progress in their then-current form, together with Client's data and materials provided in the course of the engagement, in a commonly used electronic format; and

(d) each party shall return or destroy the other party's Confidential Information, except for one archival copy retained for legal or professional records purposes.

Upon termination for Company's uncured material breach under Section 27, Client's obligations are as set out in Section 11.

29. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, pandemic, government action, labor disputes, power failures, or internet outages. The affected party shall notify the other party promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the engagement under Section 27.

30. Survival

Sections that by their nature are intended to survive termination shall survive, including Sections 8, 9, 10, 11, 15, 16, 17, 18, 19, 20, 22, 24, 25, 26, 28, this Section 30, 31, 32, and 33.

31. Governing Law

These Terms and any Engagement Letter are governed by the laws of the Republic of Cyprus, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

32. Dispute Resolution

Before initiating formal proceedings, the parties shall attempt in good faith to resolve any dispute through direct discussion between senior representatives for a period of thirty (30) days.

If the dispute is not resolved through good-faith discussion, and the amount in controversy exceeds twenty-five thousand euros (EUR 25,000), the dispute shall be finally resolved by arbitration administered by the Cyprus Arbitration and Mediation Centre of the Cyprus Bar Association ("CAMC") in accordance with the CAMC Arbitration Rules. The seat of arbitration is Limassol, Cyprus. The language of the arbitration is English. The tribunal shall consist of one (1) arbitrator. Hearings may be conducted remotely by video conference at the request of either party.

For claims where the amount in controversy does not exceed twenty-five thousand euros (EUR 25,000), either party may bring the claim in the competent courts of Cyprus instead of arbitration.

The award of the tribunal is final and binding on the parties and enforceable in any court of competent jurisdiction. Either party may seek interim, injunctive, or emergency relief before any court of competent jurisdiction to prevent irreparable harm or to enforce a confidentiality or intellectual property obligation, without waiving the arbitration agreement.

The prevailing party is entitled to recover reasonable attorneys' fees and arbitration or court costs from the non-prevailing party as determined by the tribunal or court.

33. Regulated Activities

Certain Services, including capital introduction and success-fee-based capital raising, may constitute regulated activities in certain jurisdictions. Where an Engagement Letter contemplates such activities, the parties acknowledge that (a) Company is not presenting itself as a placement agent, broker-dealer, or investment adviser, (b) any transaction-based compensation is subject to structuring through an appropriately licensed arrangement where required by applicable law, and (c) no investor solicitation or recommendation will be undertaken by Company in any jurisdiction where doing so would require a license Company does not hold.

34. Notices

Notices under these Terms shall be in writing and delivered by email to the address on record for the recipient party, with confirmation of transmission. Notice by email is deemed received on the next business day after transmission.

Notices to Company shall be sent to: victor@029cap.com.

35. Assignment

Client may not assign its rights or obligations under these Terms or an Engagement Letter without Company's prior written consent. Company may assign its rights and obligations to an affiliate or to a successor in interest through merger, acquisition, or sale of substantially all assets, and may assign receivables as permitted under Section 10.

36. Entire Agreement

These Terms together with the Engagement Letter constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements. In the event of any conflict between these Terms and an Engagement Letter, the Engagement Letter controls with respect to the specific matter addressed therein.

Any purchase order or standard terms issued by Client that conflict with these Terms are rejected unless expressly incorporated by written amendment signed by both parties.

37. Amendments and Waivers

No amendment to these Terms or an Engagement Letter is effective unless in writing and confirmed by both parties. No waiver is effective unless in writing and signed by the waiving party.

38. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The parties shall replace any invalid provision with a valid provision that most closely reflects the parties' original intent.

39. Counterparts and Electronic Signatures

An Engagement Letter may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures transmitted by e-signature platform or email have the same effect as original ink signatures.

40. Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of any inconsistency, the English version controls.

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