Terms and Conditions

ATHENA INVESTORS

www.athenainvestors.com

TERMS AND CONDITIONS OF ENGAGEMENT

Effective Date: April 2025 • Version 1.0

Registered Name: Athena Investors

Website: www.athenainvestors.com

1. Overview and Acceptance of Terms

These Terms and Conditions (“Terms”) govern the receipt and use of all communications, introductions, materials, and information provided by Athena Investors (“we”, “us”, or “Athena”) to any individual or entity (“Recipient”, “you”) by email, website, or any other means of communication.

By receiving, opening, reading, or otherwise engaging with any communication from Athena Investors — including but not limited to any email, information memorandum, project summary, or investment introduction — you are deemed to have read, understood, and unconditionally accepted these Terms in full. No separate signature is required.

If you do not accept these Terms in their entirety, you must immediately delete or return all materials received and notify us accordingly.

2. Nature of Service — Introduction Only

Athena Investors operates exclusively as a deal introducer and project broker. Our sole function is to introduce prospective investment opportunities to Eligible Recipients (as defined below).

Athena Investors does NOT:

  • Provide financial advice, investment recommendations, or guidance of any kind;
  • Act as an investment manager, discretionary manager, or authorised financial adviser;
  • Provide any assurance, warranty, or guarantee in respect of the financial performance, viability, or suitability of any investment opportunity;
  • Make representations as to the accuracy, completeness, or currency of any third-party information presented;
  • Assume responsibility for the commercial or regulatory conduct of any project developer, operator, or counterparty.

Any materials provided are for introductory and informational purposes only. Nothing communicated by Athena Investors constitutes a financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000, nor investment advice regulated under the FCA Handbook.

3. Disclaimer of Liability — No Liability for Loss of Funds

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATHENA INVESTORS EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO:

  • Loss of capital, principal, or invested funds (in whole or in part);
  • Loss of anticipated profits, revenue, or returns;
  • Indirect, consequential, special, punitive, or exemplary loss;
  • Loss arising from the acts or omissions of any project developer, operator, or third party;
  • Loss resulting from changes in market conditions, regulation, government policy, or macroeconomic factors;
  • Loss arising from reliance on any information, documentation, or materials provided by Athena Investors.

Any investment made by the Recipient is made entirely at the Recipient’s own risk. The Recipient acknowledges that all investments carry risk and that the value of any investment can go down as well as up. Past performance is not indicative of future results. Capital is at risk.

Athena Investors’ maximum aggregate liability in respect of any claim shall in all circumstances be limited to zero (£0.00), it being acknowledged that Athena Investors derives no management or performance fees from any investment and acts solely in an introductory capacity.

4. Recipient’s Obligation to Conduct Due Diligence

Each Recipient acknowledges and agrees that it bears sole and exclusive responsibility for conducting its own independent due diligence prior to making any investment decision. Such due diligence must include, but shall not be limited to:

  • Legal review of all investment documents, agreements, and structures by independent legal counsel;
  • Financial analysis and modelling of projected returns, sensitivities, and downside scenarios;
  • Tax and regulatory review, including confirmation of applicable FCA registration, exemption, or authorisation of any relevant counterparty;
  • Technical and operational assessment of any underlying asset or project;
  • Review of the credentials, track record, and financial standing of any project developer or operator;
  • Satisfaction of all internal investment committee, compliance, and governance requirements.

No Recipient shall make any investment decision based solely or primarily on materials or communications provided by Athena Investors. We strongly recommend all Recipients engage qualified legal, financial, and tax advisers before committing funds.

5. Eligible Recipients — Sophisticated and High Net Worth Investors

Communications from Athena Investors are directed exclusively at Eligible Recipients. An Eligible Recipient is one who falls within one or more of the following categories as defined under applicable UK financial regulation:

5.1 High Net Worth Individual (HNWI)

A person who, in accordance with Article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), satisfies at least one of the following criteria in the preceding financial year:

  • Has an annual income of not less than £170,000; OR
  • Has net assets (excluding primary residence, pension entitlements, and rights under insurance contracts) of not less than £430,000.

Such individuals are required to self-certify their HNWI status by completing and signing a High Net Worth Individual Certificate prior to receiving any regulated financial promotion.

5.2 Sophisticated Investor

A person who qualifies as a “sophisticated investor” under Article 50 of the Financial Promotion Order 2005, being either:

  • A Certified Sophisticated Investor: an individual certified in writing by an FCA-authorised person as having adequate knowledge and experience to understand the risks associated with the type of investment being introduced; OR
  • A Self-Certified Sophisticated Investor: an individual who self-certifies, in accordance with the prescribed form, that they meet at least one of the following conditions: (i) they are a member of a network or syndicate of business angels and have been so for at least six months; (ii) they have made more than one investment in an unlisted company in the two years prior; (iii) they are working, or have worked in the two years prior, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises; or (iv) they are currently, or have been in the two years prior, a director of a company with an annual turnover of at least £1 million.
5.3 Institutional and Professional Investors

The following entities are also Eligible Recipients:

  • Family offices managing assets on behalf of one or more family members;
  • Private equity firms, venture capital funds, and alternative investment funds;
  • Regulated financial institutions, including banks, asset managers, and insurance companies;
  • Entities that qualify as a “professional client” or “eligible counterparty” under the FCA Conduct of Business Sourcebook (COBS).

If you are not an Eligible Recipient, you must not act upon any communication received from Athena Investors and must notify us immediately so that your details can be removed from our records.

6. Confidentiality

All materials, information, and communications provided by Athena Investors are strictly private and confidential. They are provided for the sole use of the named Recipient and may not be reproduced, distributed, forwarded, or disclosed to any third party without the prior written consent of Athena Investors.

7. Governing Law and Jurisdiction

These Terms and any dispute arising in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

8. Amendments

Athena Investors reserves the right to amend these Terms at any time. The current version shall be published on www.athenainvestors.com. Continued engagement with our communications following any amendment constitutes acceptance of the revised Terms.

ACCEPTANCE OF TERMS

By receiving, reading, or otherwise engaging with any email or communication from Athena Investors, you confirm that: (i) you are an Eligible Recipient as defined above; (ii) you have read and understood these Terms in full; (iii) you accept these Terms unconditionally; and (iv) you acknowledge that Athena Investors acts solely as an introducer and accepts no liability whatsoever for any investment loss or damage arising from your decision to invest.

Athena Investors  •  www.athenainvestors.com

This document does not constitute a financial promotion or investment advice. For regulatory enquiries please contact us via the website.