Terms & Conditions

These Terms and Conditions (“Terms”) govern access to and use of the website arca-capital.io and the associated platform and services (together, the “Platform”), operated by the founders of Arca (“Arca”, “we”, “us”, “our”), from the United Kingdom. By creating an account, browsing, or otherwise using the Platform, you (“User”, “you”) agree to be bound by these Terms. If you do not agree, you must not use the Platform.

The Platform is currently operated by its founders directly. References in these Terms to “Arca” include any company later incorporated to operate the Platform, and these Terms will continue to apply to that company without need for reissue.

(a)The Platform is currently made available in “Beta” - that is, an early, pre-release version that is still under active development and testing. By using the Platform, you acknowledge and accept that it is provided in this experimental capacity.

(b) During the Beta period: the Platform may contain bugs, errors, or inaccuracies; features may be incomplete, may not work as intended, or may be added, changed, suspended, or removed entirely, at any time and without notice; the Platform may experience downtime, data loss, or interruptions; and Arca gives no assurance as to when, or whether, any feature will move beyond Beta.

(c)Arca may invite Beta Users to provide feedback, bug reports, or suggestions (“Feedback”). You grant Arca a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate any Feedback into the Platform without any obligation or compensation to you.

(d) Arca may end the Beta period, or discontinue the Platform entirely, at its sole discretion and at any time, including before any full commercial launch.

(a) The Platform is accessible from anywhere in the world. However, Arca is based in, and operates the Platform from, the United Kingdom, and makes no representation that the Platform, or use of it, is appropriate, legal, or authorised in every country or territory.

(b) If you access the Platform from outside the United Kingdom, you do so on your own initiative and are solely responsible for ensuring that your use of the Platform, and any investment activity, solicitation, or introduction conducted through it, complies with the laws of your own jurisdiction, including any local financial services, securities, or investment marketing laws.

(c) Arca does not represent or warrant that the Platform is suitable, or that any investment opportunity presented through it is available or lawfully offered, in any particular country.

(a)Arca is a marketplace that facilitates introductions between investors (“Investors”) and founders seeking capital (“Founders”). Arca provides tools for Users to create profiles, discover one another, and communicate.

(b) Arca is not a financial services licensee, stockbroker, investment adviser, dealer, or crowd-funding intermediary. Arca does not carry out regulated activity under the Financial Services and Markets Act 2000 (FSMA) and does not provide financial product advice, arrange, issue, or deal in investments, or act as an agent for either party.

(c) Arca does not vet, endorse, guarantee, or verify the accuracy of any information, business plan, valuation, or representation made by any User, and does not recommend or advise on the merits of any investment, introduction, or transaction made through the Platform.

(d) Any engagement, negotiation, investment, or transaction that occurs between Users - whether initiated on the Platform or otherwise - is solely between those Users. Arca is not a party to, and accepts no responsibility for, the outcome of any such engagement.

(e)Users are solely responsible for ensuring that any offer, solicitation, or investment they make or receive complies with applicable law, including FSMA, the Financial Promotion Order, and any equivalent laws in the User’s own jurisdiction, and any requirements relating to high net worth, sophisticated, certified, or accredited investor status, disclosure documents, or licensing exemptions.

(a) You must be at least 18 years old and capable of forming a binding contract to use the Platform.

(b) You must provide accurate, current, and complete information when creating an account, and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

(c) Arca may, at its discretion, request additional verification (for example, of investor status) before granting access to certain features, and may decline or suspend access where such verification is not provided.

When using the Platform, you must not:

• post false, misleading, or fraudulent information, including as to financial position, business performance, or investment intentions;
• use the Platform to solicit investments in a manner that breaches FSMA, the Financial Promotion Order, or any other applicable law in any relevant jurisdiction;
• harass, defame, impersonate, or misrepresent your identity or affiliation;
• scrape, copy, or extract data from the Platform other than through normal, permitted use;
• upload malicious code or attempt to interfere with the security or operation of the Platform; or
• use the Platform for any unlawful purpose, or in breach of any third party’s intellectual property or confidentiality rights.

(a)The Platform, including its design, software, source code, trademarks, logos, and the name “Arca,” is owned by Arca’s founders and protected by copyright and other intellectual property laws. Nothing in these Terms transfers any of that ownership to you.

(b)You retain ownership of content you submit to the Platform (such as your profile, pitch materials, or messages) (“User Content”), but grant Arca a non-exclusive, worldwide, royalty-free licence to host, store, display, and transmit that User Content for the purpose of operating and improving the Platform.

(c)You must not use Arca’s name, branding, or trademarks without prior written consent.

(a) Nothing on the Platform constitutes financial, legal, tax, or investment advice. You should obtain independent professional advice before making any investment decision, accepting any investment, or disclosing sensitive business information to another User.

(b)Arca does not guarantee that any Founder will find or secure an Investor, that any Investor will find a suitable opportunity, that any introduction will occur or lead to any outcome, or that the Platform will otherwise produce any particular result. Use of the Platform is entirely at each User’s own risk, and Arca gives no assurance as to the quantity, quality, or suitability of other Users or the availability of matches.

(c)All information exchanged between Users - including business plans, financial information, pitch decks, and any other confidential or proprietary material - is shared directly between those Users, at their own discretion and risk. Arca is not a party to, and has no visibility, custody, or control over, information exchanged between Users once shared. If a Founder’s business information, or an Investor’s information, is misused, disclosed, copied, or otherwise mishandled by another User, that is a matter solely between the Users involved. Arca accepts no responsibility and no liability whatsoever for the conduct of any User, or for how information shared between Users is subsequently used.

(d) Users are strongly encouraged to use appropriate protections (such as a non-disclosure agreement between the relevant Users) before sharing sensitive information with another User. Arca is not responsible for ensuring any such protections are in place or are honoured.

The Platform is currently provided free of charge during the Beta period. Arca reserves the right to introduce fees for certain features in the future (including, potentially, transaction-based or subscription fees), and will provide reasonable notice and obtain your agreement before any fees apply to your use of the Platform.

(a)The Platform is provided “as is” and “as available,” without any warranty or representation of any kind, whether express or implied, including as to accuracy, completeness, reliability, availability, security, or fitness for any particular purpose. As a Beta product in particular, Arca does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or harmful components.

(b) To the fullest extent permitted by law, Arca, its founders, employees, and agents shall have no liability whatsoever to any User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with: (i) the Platform or its use, including Beta features, bugs, downtime, or data loss; (ii) any failure to find, match, or introduce a User to any other User; (iii) any information, representation, business plan, or valuation provided by any User; (iv) any misuse, disclosure, copying, or mishandling of information as between Users, including confidential or proprietary business information; (v) any transaction, investment, negotiation, or agreement (or failure to reach one) between Users; (vi) any loss of profits, revenue, business, goodwill, anticipated savings, or investment; or (vii) any indirect, special, or consequential loss of any kind - even where Arca has been advised of the possibility of such loss.

(c)Without limiting sub-clause (b), Arca’s total aggregate liability to any User arising out of or in connection with these Terms or the Platform, however arising, shall not exceed the total amount (if any) paid by that User to Arca in the twelve (12) months preceding the event giving rise to the claim, or £100, whichever is lower.

(d)Nothing in these Terms excludes or limits liability for death or personal injury caused by Arca’s negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under the laws of England and Wales, including any rights a User may have as a “consumer” under the Consumer Rights Act 2015. Subject to that, all other warranties, conditions, and liabilities implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law.

You agree to indemnify and hold harmless Arca, its founders, and their respective agents, to the fullest extent permitted by law, from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal costs) arising from or in connection with: your breach of these Terms; your use of, or conduct on, the Platform; any information you provide to another User; and any transaction, negotiation, or engagement you enter into with another User, including any misuse by you of another User’s information.

Arca may suspend or terminate your access to the Platform at any time, with or without notice, if we reasonably believe you have breached these Terms, engaged in unlawful conduct, or posed a risk to other Users or the Platform, or if Arca decides to discontinue the Platform or the Beta programme. You may close your account at any time by contacting us.

Arca may update these Terms from time to time, including as the Platform moves out of Beta. Where changes are material, we will provide reasonable notice (for example, by email or a notice on the Platform). Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of England and Wales, and the Parties submit to the exclusive juris jurisdiction of the courts of England and Wales. This applies regardless of the country from which you access the Platform.

Questions about these Terms can be directed to: info@arca-capital.io