Legal
Terms & Conditions
Last update: 22 September 2025
These Terms and Conditions govern access to and use of the AstrisNexus Platform. They set out the rights and obligations of Clients, and define the scope of our services. By registering an account or using the Platform, you agree to be bound by these Terms.
1. Definitions
Advisor | A professional service provider (including, without limitation, M&A, legal, financial, or tax advisers) registered on the Platform. |
Agreement | The contract between AstrisNexus and the Client, comprising (i) these Terms, and, where applicable, (ii) any Data Processing Agreement, and (iii) the applicable Order Form or other written commercial terms agreed by the parties. |
AstrisNexus | A private limited company incorporated under Dutch law (KvK registration 96560088) with its registered office at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands. Referred to in these Terms as “AstrisNexus,” “we,” “us”, or “our.” |
Astris™ | The AI‑powered module that enables Companies to generate their Engagement Suite. |
Company | A legal entity registered on the Platform that seeks investment, strategic advice, or transaction support. |
Confidential Information | All non-public information disclosed under the Agreement, including Documentation and any business, technical, or financial data. |
Client | The legal entity—being a Company, Advisor, or Investor—that enters into the Agreement with AstrisNexus. |
Documentation | All data, materials and information uploaded to, or generated by, the Platform. |
Engagement Suite | Early-stage investment materials, including a Teaser, Company Profile, and Investment Proposal generated through Astris™, intended solely for introductions and preliminary discussions with Advisors and Investors. |
Expert Review | An evaluation of a Company’s Engagement Suite, with findings and a decision on eligibility to progress to Nexus™. |
Facilitation Fee | The fee payable by the Advisor or Investor to AstrisNexus, as specified in the applicable Order Form, in consideration for the preparatory, discovery, and introduction services provided for an Introduction via the Platform. |
Introduction | The act of granting an Advisor or Investor access to an Opportunity via the Platform, enabling direct contact with the Company, regardless of whether further engagement or a transaction occurs. |
Investor | A capital provider (including, without limitation, private equity firms, venture capital firms, or family offices) registered on the Platform. |
Nexus™ | The AI-powered discovery tool within the Platform that enables Companies to identify and initiate introductions to aligned Advisors and Investors. |
Opportunity | An Engagement Suite made accessible via the Platform to an Advisor or Investor on behalf of a Company, with the purpose of soliciting advisory services or investment. |
Order Form | The screen presented within the Platform prior to accessing an Opportunity, setting out the applicable Facilitation Fee and any additional conditions, which becomes binding upon the Client’s electronic acceptance. |
Platform | The cloud‑based, AI‑driven software‑as‑a‑service environment (including Astris™ and Nexus™ modules) operated by AstrisNexus. |
Secure File Storage | The ISO 27001-compliant repository within the Platform where Users may upload and store files, subject to the access and use provisions of these Terms. |
Services | The services provided by AstrisNexus, as described in these Terms. |
Terms | These AstrisNexus Terms and Conditions, as amended from time to time. |
User | Any natural person authorised by a Client to access the Platform. |
2. Applicability & Formation
2.1 These Terms govern all access to and use of the Platform, as well as all offers, quotations, Order Forms, and Agreements relating thereto.
2.2 An Agreement is formed when the Client, acting through a User, accepts these Terms electronically (including by click-through acceptance on the Platform), or when the parties enter into a commercial agreement incorporating these Terms, whichever occurs first.
2.3 Any purchasing or other terms of the Client are excluded unless expressly accepted in writing by AstrisNexus.
3. Scope of Services
3.1 AstrisNexus provides access to the Platform as software‑as‑a‑service, including:
creation of Engagement Suites via Astris™;
Q&A AI Chat for resolving gaps and concerns;
Secure File Storage;
Expert Review;
curated introduction services via Nexus™.
The Agreement applies equally to all Clients, including Companies that use the Platform at no charge.
3.2 AstrisNexus targets 99% or higher monthly uptime, excluding (i) scheduled maintenance announced at least 24 hours in advance and performed outside 22:00–06:00 CET, and (ii) force-majeure events.
3.3 AstrisNexus may modify the Platform, provided that core functionality is not materially reduced. Material changes will be notified at least 30 days in advance.
3.4 The Platform uses AI modules (Astris™ and Nexus™) to generate the Engagement Suite and to suggest relevant counterparties. On written request, AstrisNexus will provide a concise summary of the main parameters underlying such AI outputs, without disclosing proprietary source code. Clients must apply their own human judgment before relying on any AI-generated output.
3.5 An Introduction is subject to prior acceptance of a non-disclosure agreement (NDA) via the Platform. This requirement does not apply to Teasers.
3.6 AstrisNexus provides curated Introductions via the Platform based on the Client’s profile. Such Introductions are limited to enabling relevant parties to connect and do not include negotiation, representation, or execution of any transaction. AstrisNexus does not act as a broker, adviser, or intermediary, and does not provide investment, legal, financial, tax, or other related advice. All engagement and investment decisions rest solely with the Client.
4. Eligibility
4.1 Users must be at least 18 years old, capable of entering into legally binding contracts, and, where acting on behalf of a legal entity, represent and warrant that they are duly authorised to bind that entity. This warranty is continuous: the User confirms that such authority remains in force and undertakes to notify AstrisNexus immediately—and to cease all Platform use—if that authority is revoked or otherwise terminates.
4.2 Investors represent and warrant that they qualify as a “professional client” (or equivalent “professional investor”) within the meaning of Directive 2014/65/EU (MiFID II).
4.3 Clients must be incorporated or domiciled in the European Union. AstrisNexus may refuse or suspend access if this geographic requirement is not met.
4.4 Companies must meet minimum eligibility thresholds as determined by AstrisNexus, which may include factors such as revenue history, operational maturity, or strategic fit. AstrisNexus does not support Companies seeking pre-seed or seed funding, angel investment, or similar early-stage capital.
4.5 AstrisNexus may refuse or suspend access at its sole discretion if eligibility criteria are not, or are no longer, met, and may require Clients to provide documentary evidence of domicile or professional status at any time.
5. Access & Acceptable Use
5.1 AstrisNexus grants the Client a non-exclusive, non-transferable, revocable licence to use the Platform for its internal business purposes. The Client may permit its authorised Users to access the Platform under this licence, provided they comply with these Terms.
5.2 Login credentials are personal and may not be shared. Users must promptly notify AstrisNexus of any unauthorised access or suspected compromise.
5.3 Users shall not:
reverse‑engineer, decompile or scrape the Platform;
bypass technical controls;
upload malware or unlawful content;
harvest data or use automated “spider” tools;
infringe third‑party rights or applicable law;
use the Platform to provide services to unauthorised third parties;
use the Platform in violation of applicable export-control, sanctions or trade laws.
5.4 AstrisNexus may suspend access in case of breaches or security risks, and will lift the suspension once the issue has been remedied to its satisfaction.
5.5 Clients may not use the Platform to circumvent professional or regulatory obligations applicable to them. Where Introductions are made via the Platform, Clients remain solely responsible for ensuring compliance with applicable legal, professional, or licensing requirements in their own jurisdiction.
5.6 Companies must conduct all Introductions with Advisors and Investors suggested by Nexus™ exclusively via the Platform. Companies may not circumvent the Platform by engaging Advisors or Investors introduced through the Platform outside of it.
6. International Use & Local‑Law Compliance
6.1 The Platform is controlled from the Netherlands and may not be lawful in every jurisdiction. Each User is solely responsible for complying with all applicable local, state, national, and foreign laws, rules, and regulations—including securities laws—when using the Platform.
6.2 Users represent and warrant that they are not (a) located in, or a national of, a country or region subject to EU, UN, or US comprehensive sanctions, or (b) listed on any EU or US government-issued restricted-party list.
6.3 Clients acknowledge that AstrisNexus does not provide investment services or conduct regulated activities in any jurisdiction. Use of the Platform is subject to compliance with applicable laws, including any restrictions on introductions, referral fees, or advisory mandates. AstrisNexus disclaims all responsibility for violations arising from misuse of the Platform in regulated contexts.
7. Helpdesk & Support
7.1 Standard support is available Monday to Friday, 09:00–17:00 CET, excluding Dutch public holidays.
7.2 Incidents must be reported via the helpdesk with sufficient detail to enable reproduction and diagnosis of the issue.
7.3 Work necessitated by misuse, unauthorised modifications, or other non-standard use may be charged at AstrisNexus’s prevailing rates.
8. Additional User Obligations
Users are responsible for:
maintaining reliable internet access and compatible hardware;
ensuring that uploaded Documentation is lawful, accurate, and free of third-party rights;
obtaining all necessary legal bases and consents for personal data processing;
maintaining adequate information-security controls on their own systems;
ensuring that they have the necessary rights or authorisation from the Client to upload and use any Documentation on the Platform for the purposes of the Services.
9. Data Protection & Security
9.1 Personal Data is processed in accordance with AstrisNexus’s Privacy Policy and, where applicable, the Data Processing Agreement (“DPA”).
9.2 AstrisNexus maintains ISO 27001-certified ISMS controls, including least-privilege access and encryption in transit and at rest, as further described in the Privacy Policy.
9.3 A current list of sub-processors is available at AstrisNexus’s live Trust Centre.
9.4 Deletion, retention, and international-transfer mechanisms are governed by the Privacy Policy and, where applicable, the DPA.
10. Facilitation Fees
10.1 Facilitation Fees are pre-set, fixed per Opportunity, derived from average deal size bands and role-specific benchmarks, and specified in the applicable Order Form prior to an Introduction. They are payable by the relevant fee-paying Client (Advisor or Investor) and are uniform within each category for the same Opportunity.
10.2 Unless expressly stated otherwise, all fees are denominated in euros and exclusive of applicable taxes. Value Added Tax (VAT) applies at the Dutch statutory rate for Clients established in the Netherlands. For Clients established outside the Netherlands, the reverse-charge mechanism under EU VAT rules will apply. Except as expressly stated, all fees are non-refundable.
10.3 Invoices are payable within 30 days of the invoice date. Late payments accrue statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code. AstrisNexus may suspend Services until full payment is received.
10.4 Where a Facilitation Fee is conditional, the Client shall notify AstrisNexus of a consummated transaction within ten (10) business days of signing the definitive agreement. Failure to provide such notice may result in the Client being liable for reimbursement of AstrisNexus’s investigation costs, subject to a minimum of €1,000.
10.5 Facilitation Fees do not constitute commissions or transaction-based fees, and are not dependent on engagement, investment, commitment, or closing of any transaction. AstrisNexus has no role beyond the Introduction of the Opportunity.
10.6 Facilitation Fees apply only where permitted by applicable law and professional or regulatory rules. The Client is solely responsible for ensuring compliance with any disclosure, licensing, or supervisory obligations in its own jurisdiction.
10.7 If an Investor or Advisor was already aware of an Opportunity prior to gaining access via the Platform, they must notify AstrisNexus within two (2) business days of the Introduction by emailing support@astrisnexus.com. Such notice must include reasonable supporting evidence of prior knowledge. If timely and substantiated notice is provided, AstrisNexus may, at its sole discretion, waive the applicable Facilitation Fee. If no notice is received within the stated period, the Opportunity is deemed newly introduced via the Platform and all related fees remain due in full.
10.8 AstrisNexus’s records of Introductions and Order Forms executed via the Platform constitute prima facie evidence of the applicable Facilitation Fees and Introductions, unless proven otherwise by the Client.
10.9 Facilitation Fees are payable without set-off, counterclaim, or withholding, except to the extent required by law.
10.10 Where an Order Form specifies a tail period, the Facilitation Fee remains applicable to transactions concluded within that period following NDA acceptance or the relevant trigger stated in the Order Form.
11. Ownership, Usage Rights & Intellectual Property
11.1 All Documentation uploaded by the Company (including, without limitation, business plans, annual reports, and financial statements) remains the sole property of the Company. AstrisNexus does not claim ownership of such materials.
11.2 By uploading Documentation to the Platform, the Company grants AstrisNexus a non-exclusive, royalty-free, and revocable licence to access, store, use, analyse, and process those materials solely for the purpose of delivering the Services under the Agreement. This licence:
is non-transferable, except to sub-processors strictly required for service delivery;
terminates automatically upon expiry or termination of the Agreement; and
prohibits AstrisNexus from sharing, publishing, or otherwise distributing original Company documents without the Company’s explicit written consent, except where the Company has selected Advisors or Investors for an Introduction via the Platform and disclosure is required to facilitate that Introduction in accordance with these Terms.
Further information on analytics and model-training safeguards is set out in the Privacy Policy.
11.3 Documentation created by AstrisNexus (including, without limitation, Teasers, Company Profiles, and Investment Proposals) using Client-provided data, publicly available information, and AstrisNexus proprietary technology is considered jointly developed content. The Company receives a perpetual, royalty-free licence to use, reproduce, and distribute such output materials for investment and internal purposes. AstrisNexus retains ownership of its proprietary templates, algorithms, methodologies, and AI-generated insights used to produce the materials.
12. Confidentiality
12.1 Each party shall keep Confidential Information strictly confidential and use it solely for the performance of the Agreement.
12.2 The confidentiality obligation does not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) was lawfully known to the receiving party before disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality.
12.3 The confidentiality obligation survives for five (5) years after termination of the Agreement, or indefinitely in respect of trade secrets.
12.4 Unless the Client opts out, AstrisNexus may reference the Client’s name and display its corporate logo on the AstrisNexus website, in investor-facing presentations, and in other marketing materials. The Client may opt out of such publicity at any time by written notice (email suffices). Upon receipt of an opt-out notice, AstrisNexus will cease using the logo in new materials and will remove the logo from its website within fourteen (14) days.
13. No Advice & Regulatory Status
13.1 The Platform outputs are provided for informational purposes only. AstrisNexus is not authorised under MiFID II to execute securities transactions, nor does it act as a legal, M&A, tax, financial, or other professional adviser.
13.2 Any Facilitation Fee constitutes consideration for Platform facilitation services and not for arranging or effecting securities transactions.
13.3 AstrisNexus personnel do not draft, edit, or endorse Company materials. Human involvement is limited to eligibility checks for Platform access and alignment checks before enabling access to the Nexus™ module.
13.4 Users remain solely responsible for obtaining independent professional advice and for their own decisions and omissions.
13.5 AstrisNexus does not receive, handle, or transmit funds or securities on behalf of Clients and does not negotiate, structure, or execute transactions. Introductions facilitated through the Platform are informational and non-binding, with no obligation on any party to proceed. AstrisNexus receives compensation solely for preparatory services and for making curated Introductions, not for the execution or success of any investment or engagement.
13.6 All Clients are responsible for compliance with applicable professional conduct rules, including those governing referral fees, conflict-of-interest disclosures, and independence. AstrisNexus disclaims all responsibility for non-compliance by Clients in their respective domains.
14. Disclaimer of Warranties
THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
Some jurisdictions do not allow the exclusion of certain implied warranties. In such cases, warranties are limited to the minimum required by law.
15. Liability
15.1 AstrisNexus’s aggregate liability is limited to the Facilitation Fees paid by the Advisor or Investor in the twelve (12) months preceding the event giving rise to liability. AstrisNexus shall have no liability towards Companies, except to the extent liability cannot be excluded by law.
15.2 AstrisNexus is not liable for any indirect, incidental, or consequential damages, including loss of profits, loss of data, or business interruption.
15.3 Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by law, including liability for death, personal injury, fraud, or wilful misconduct.
16. Indemnification
The Client shall indemnify, defend, and hold harmless AstrisNexus, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with (i) Documentation or other content provided by the User or Client, (ii) any breach of the Agreement by the User or Client, or (iii) any infringement or alleged infringement of third-party rights by the User or Client.
17. Term, Termination & Exit
17.1 Unless agreed otherwise in writing, the Agreement runs for an initial twelve (12) months and renews automatically for successive twelve (12) month periods.
17.2 Either party may terminate the Agreement at the end of the then-current term by giving at least thirty (30) days’ written notice.
17.3 Either party may terminate the Agreement with immediate effect if the other party (i) commits a material breach that is not cured within twenty (20) days of written notice, or (ii) becomes insolvent, enters bankruptcy, or is subject to comparable proceedings.
17.4 Upon termination:
Platform access ceases;
within thirty (30) days after termination, the Client may request a machine-readable export of its data;
AstrisNexus will delete remaining Client data within ninety (90) days after termination, except where longer retention is required by law; and
AstrisNexus may charge reasonable costs for extended retention or assisted migration.
17.5 Provisions that by their nature are intended to survive termination (including confidentiality, intellectual property, disclaimers, liability, indemnification, and Facilitation Fee obligations) shall remain in full force and effect. For further information on the handling of personal data upon termination, please refer to the Privacy Policy.
18. Amendments & Notices
18.1 AstrisNexus may amend these Terms by giving thirty (30) days’ prior notice via the Platform or by email. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms. If the Client objects and the parties cannot agree on revised terms, the Client may terminate the Agreement with effect from the change date.
18.2 All notices under the Agreement may be given by email unless mandatory law requires another form. Notices to AstrisNexus shall be sent to legal@astrisnexus.com (or such other address as notified). Notices to the Client shall be sent to the Client’s designated notification email address, which the Client must keep accurate and up to date.
19. Governing Law & Dispute Resolution
19.1 The Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed exclusively by the laws of the Netherlands.
19.2 The parties shall first attempt to resolve any dispute amicably. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.
20. Limitation Period
Any claim arising out of or related to the Agreement must be brought within one (1) year from the date on which the claimant first became aware—or should reasonably have become aware—of the facts giving rise to the claim, failing which the claim is permanently barred, except where a longer period is mandatorily prescribed by law.
21. Miscellaneous
21.1 If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
21.2 The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, discussions, or agreements relating thereto.
21.3 Neither party may assign or transfer the Agreement without the other party’s prior written consent, except that AstrisNexus may assign the Agreement without consent to an affiliate, or in connection with a merger, reorganisation, or sale of substantially all of its assets.
21.4 Nothing in the Agreement shall be construed to create an agency, partnership, or joint venture between the parties.
21.5 Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, epidemics, war, terrorism, labour disputes, or cloud-service provider outages.
21.6 The controlling language of these Terms is English. Translations are provided for convenience only and shall have no legal effect.
Questions about these Terms or the Agreement may be directed to AstrisNexus’s legal team at legal@astrisnexus.com.
