Terms of Service

1. Parties & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between:

• Moris Nou Pei ("Company", "Platform", "we", "us", "our"), a company incorporated under the Companies Act 2001 of Mauritius, registered at Albion, Mauritius; and
• You ("User", "you", "your") — any person or entity accessing or using the Platform.

By registering, clicking "I Accept", or using any feature of the Platform, you confirm that:

1. You have read and understood these Terms in full;
2. You have the legal capacity to enter into binding contracts under Mauritian law and any applicable law of your jurisdiction;
3. You agree to these Terms on behalf of yourself and any entity you represent.

2. Platform Services

Moris Nou Pei operates an online investment bridge platform offering the following services:

The Platform is an intermediary only. We do not provide investment advice, financial advisory services, or legal counsel. We do not hold, manage, or guarantee any funds.

3. Eligibility & Registration

3.1 Eligibility

To register and use the Platform, you must:

• Be at least 18 years of age;
• Have full legal capacity under applicable law;
• Not be subject to sanctions, blacklists, or court orders preventing you from entering commercial contracts;
• Not have been previously banned from the Platform.

3.2 Account Accuracy

You must provide accurate, current, and complete information at registration and keep it updated. Providing false or misleading information constitutes a material breach of these Terms and may result in immediate account termination and reporting to relevant authorities, including the Financial Intelligence Unit (FIU) of Mauritius under the Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA).

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must immediately notify us at security@morisnoupei.com of any unauthorised use of your account.

3.4 One Account Per Person

You may not create or operate more than one account without prior written authorisation from Moris Nou Pei.

4. Subscriptions & Credits

4.1 Subscription Tiers

The Platform offers tiered subscription plans for Investors and Entrepreneurs. Fees are displayed in USD, EUR, MUR, or XOF depending on your selected region at the time of purchase.

4.2 Payment & Renewal

• Subscriptions are charged in advance on a monthly or annual basis;
• Subscriptions auto-renew unless cancelled at least 24 hours before the renewal date;
• All prices include applicable taxes where required by Mauritian law (VAT at 15% where applicable under the Value Added Tax Act 1998).

4.3 Refund Policy

Subscription fees are non-refundable once a billing cycle has commenced, except:

• Where a material platform failure prevents access for more than 72 consecutive hours;
• Where required by the Consumer Protection Act 2019 of Mauritius.

4.4 Credits

• Platform credits are purchased separately and used to unlock opportunity details, brochures, and contact information;
• Credits do not expire;
• Credits are non-transferable and non-refundable except in case of verified platform error.

5. Success Fee Commission

5.1 When Commission is Due

The success fee becomes due and payable upon:

1. Completion of a transaction between parties who first connected through the Platform; or
2. Signing of any binding investment agreement, shareholders agreement, or equivalent legal instrument; or
3. Transfer of any funds, equity, or assets between the parties,

whichever occurs first.

5.2 Invoice & Payment

Upon reporting a deal closure through the Platform, an automated invoice is generated bearing a unique reference number (format: MNP-YYYY-NNNN). The invoice is payable within 14 calendar days of issuance. Late payment shall accrue interest at the rate of 1.5% per month in accordance with principles under the Civil Code of Mauritius.

5.3 Multi-Currency

Where a deal is denominated in a currency other than USD, the commission is calculated on the USD equivalent using the Bank of Mauritius mid-rate on the date of deal closure reporting.

5.4 Responsibility for Payment

Both the entrepreneur and the investor are jointly and severally liable for the success fee. The Platform reserves the right to pursue either or both parties for unpaid commissions.

6. Investor Mandates

The Investor Mandates feature allows investors to publicly post their investment requirements ("mandates") to which entrepreneurs may respond.

6.1 Mandate Posting

• Mandates must be genuine expressions of investment intent;
• Posting false or misleading mandates to collect business intelligence is prohibited and constitutes a breach of these Terms;
• Moris Nou Pei reserves the right to verify, remove, or suspend any mandate at any time.

6.2 Responses to Mandates

• Responding to a mandate does not create a binding commitment by either party;
• Any deal resulting from a mandate response is subject to the Success Fee Commission in Section 5;
• Respondents must not submit confidential third-party business information without authorisation.

6.3 Verified Mandates

Mandates marked "Verified" indicate that Moris Nou Pei has conducted basic identity verification of the posting investor. This does not constitute endorsement of the investor's financial capacity or intentions.

7. User Obligations

7.1 For All Users

• Provide truthful, accurate, and complete information at all times;
• Not impersonate any person or entity;
• Comply with all applicable laws, including Mauritian law and the laws of your jurisdiction;
• Report any suspicious activity to compliance@morisnoupei.com.

7.2 For Entrepreneurs

• Accurately represent the financial position, performance, and prospects of the listed opportunity;
• Disclose all material facts, liabilities, legal proceedings, and risks;
• Not list opportunities that are already sold, no longer available, or subject to undisclosed third-party claims;
• Maintain current and accurate supporting documentation;
• Pay the applicable success fee upon deal closure.

7.3 For Investors

• Conduct your own independent due diligence before committing funds;
• Comply with all KYC/AML requirements imposed by Moris Nou Pei and applicable law;
• Not use the Platform to conduct financial surveillance of competitors;
• Represent only funds that are legitimately sourced and not proceeds of crime.

8. Prohibited Conduct

The following activities are strictly prohibited on the Platform:

9. Anti-Circumvention

9.1 Scope

The anti-circumvention obligation applies for a period of 24 months from the date of first introduction between parties on the Platform. Any transaction — whether direct, through intermediaries, through related parties, or through restructured arrangements — is captured.

9.2 Consequences of Circumvention

• The full applicable success fee remains payable;
• A circumvention penalty of 2× the applicable success fee is immediately due;
• Permanent suspension of both parties' accounts;
• Moris Nou Pei may pursue legal action for damages, including but not limited to lost commission, legal costs, and reputational harm;
• Referral to appropriate authorities where the circumvention constitutes fraud.

9.3 Reporting Circumvention

If you become aware of circumvention — whether by the other party or a third party — you are encouraged to report it to legal@morisnoupei.com. Good-faith reporters may be eligible for a reduced or waived penalty.

10. Investment Disclaimers

Moris Nou Pei:

• Does not verify the accuracy, completeness, or currency of any information posted by entrepreneurs or investors;
• Does not guarantee the success or profitability of any listed opportunity;
• Does not conduct financial, legal, or technical due diligence on listed opportunities;
• Is not licensed as an investment adviser, fund manager, or securities dealer under the Financial Services Act 2007 or Securities Act 2005 of Mauritius;
• Is not responsible for the conduct, solvency, or performance of any user.

All investments carry risk. You may lose some or all of your invested capital. Past performance of any listed business is not a reliable indicator of future results.

11. Limitation of Liability

To the fullest extent permitted under the laws of Mauritius, Moris Nou Pei, its directors, officers, employees, and agents shall not be liable for:

• Any loss of profits, revenue, goodwill, or anticipated savings;
• Any loss of data or business information;
• Any indirect, consequential, special, incidental, or punitive loss or damage;
• Any loss arising from a user's reliance on information posted by another user;
• Any failure of a listed investment to perform;
• Any interruption, suspension, or termination of Platform services.

Where liability cannot be excluded by law, our total aggregate liability to you for all claims arising from use of the Platform shall not exceed the greater of:

• The total subscription fees paid by you in the 12 months preceding the claim; or
• MUR 50,000 (fifty thousand Mauritian Rupees).

12. Data Protection

Moris Nou Pei processes personal data in accordance with the Data Protection Act 2017 of Mauritius, which aligns with GDPR principles. Key points:

• We collect only data necessary for the provision of Platform services;
• We do not sell personal data to third parties;
• You have rights of access, rectification, erasure, and data portability;
• Data is stored on servers within the EU/EEA or in countries with adequate data protection standards recognised by the Data Protection Commissioner of Mauritius;
• Cookies and tracking technologies are used as described in our Cookie Policy.

Full details are in our Privacy Policy.

13. Intellectual Property

All Platform content, design, code, trademarks, logos, and materials are the exclusive property of Moris Nou Pei and are protected under the Copyright Act 2014 and Industrial Property Act 2019 of Mauritius.

Users retain ownership of content they upload but grant Moris Nou Pei a worldwide, royalty-free, non-exclusive licence to display, distribute, and promote that content on the Platform.

You may not copy, reproduce, republish, or distribute any Platform content without prior written consent from Moris Nou Pei.

14. Termination

Moris Nou Pei may suspend or permanently terminate your account, with or without notice, for:

• Any breach of these Terms;
• Fraudulent, misleading, or criminal conduct;
• Non-payment of success fees or subscription fees;
• Circumvention of Platform fees;
• Any conduct that brings the Platform into disrepute;
• A legal requirement to do so (e.g. court order, regulatory direction).

Upon termination, your right to access the Platform ceases immediately. Obligations that survive termination include: payment of outstanding fees, anti-circumvention provisions, and confidentiality obligations.

15. Dispute Resolution

15.1 Good-Faith Negotiation

Before commencing any formal proceedings, the parties shall attempt to resolve disputes through good-faith negotiation for a period of 30 days from written notice of the dispute.

15.2 Mediation

If negotiation fails, either party may refer the dispute to mediation administered by the Mauritius Chamber of Commerce and Industry (MCCI) or the LCIA Mauritius international arbitration centre.

15.3 Arbitration

Unresolved disputes shall be finally settled by binding arbitration under the International Arbitration Act 2008 of Mauritius, conducted in English, with the seat of arbitration in Port Louis, Mauritius.

15.4 Injunctive Relief

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from the Supreme Court of Mauritius to prevent irreparable harm.

16. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Mauritius, including but not limited to:

• The Civil Code of Mauritius (Code Napoléon as amended)
• Companies Act 2001
• Electronic Transactions Act 2000
• Consumer Protection Act 2019
• Data Protection Act 2017
• Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA)

Subject to the arbitration clause in Section 15, each party submits to the exclusive jurisdiction of the courts of Mauritius.

17. Amendments

We may update these Terms at any time. Where changes are material, we will:

• Notify registered users by email at least 14 days before the changes take effect;
• Display a prominent notice on the Platform;
• Update the "Last Revised" date at the top of this document.

Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

18. Contact Us

For any questions, concerns, or legal notices relating to these Terms: