Terms of Use

Last updated: 9 November 2026

1. About these Terms

These Terms apply to your use of the Smart-LOI website, platform, capture pages and app (the "Service"). The Service is operated by DCI Markets Ltd, a company limited by shares registered in Innovation City, Ras Al Khaimah, United Arab Emirates ("DCI Markets", "we", "us").

Part A applies to visitors to this website and to organisations that use the Service. Part B applies to investors who use the app or complete a record. Part C applies to everyone.

By using the Service you agree to these Terms, the Privacy Policy and the Disclaimer. If you act for an organisation, you confirm that you may bind it. If an order form or proposal signed with us conflicts with these Terms, the order form prevails for what it covers.

2. The Service

Smart-LOI is software for recording, structuring, keeping and sharing non-binding investment intent. It does not execute transactions, hold funds or assets, give advice, or match or introduce anyone, and it is not a regulated financial service (see the Disclaimer). We may add, change or withdraw features. If a change materially reduces what a paid plan includes, we will give the organisation at least 30 days' notice.

Part A: Website visitors and organisations

3. The website

Information on the website is general and the Disclaimer applies to it. Do not scrape, copy or reverse engineer the website or the Service, except as the law permits.

4. Accounts and access

• Each person with a seat signs in with a link sent to their own work e-mail address. We do not use passwords. Do not share logins. Anyone with access to the mailbox may be able to sign in as that person, so keep it protected.
• Your Admins manage seats and permissions. You are responsible for activity in your workspace and for the accuracy of the information you provide.
• Tell us promptly if you become aware of unauthorised use.

5. Plans, fees and payment

• Launch is bought online. Growth and Enterprise are agreed by proposal. The plan, its allowances, add-ons and prices are those shown when you buy or in your order form. Prices are in US dollars and exclude VAT and other taxes, which you pay where they apply.
• Fees are paid in advance, monthly or yearly, through our payment provider, and renew automatically until cancelled. You can cancel at any time, with effect from the end of the paid period, subject to any minimum term in your order form. Fees are not refundable, except where the law requires it or your order form says otherwise.
• Our fees are flat. They depend on the plan, seats and add-ons you choose, and never on the amounts investors record or on whether any offering goes ahead. Certificates are charged to the organisation that requests them.
• If a payment fails, we may restrict access after notice, and we will tell you what stays available.

6. Fair use

The allowances of your plan (records, seats, AI features, certificates, statements) are reasonable-use limits. If you regularly exceed one, we will tell you and may ask you to change plan. We may rate-limit or pause use that threatens the Service. Without our written consent, do not test our security, run load tests, or access the Service by automated means other than through interfaces we provide.

7. Your responsibilities

You are responsible for the records you receive, and for your content and conduct. In particular, you will:

• have a lawful basis for contacting investors and handling their data, give the notices the law requires, and decide for yourself whether and how to follow up. Smart-LOI offers optional tools, such as a marketing box, but compliance with marketing and data protection law stays with you;
• upload invitation lists only for people you may lawfully contact, and respect opt-outs;
• keep your capture pages accurate, lawful and not misleading, and make clear that a record is a non-binding statement of intent, never an order, a purchase or a binding undertaking;
• before a capture link names a specific asset, project or offering, confirm that you are permitted to market it to the people reached, at that time, under the rules that apply to you (securities, virtual-asset, real-estate, crowdfunding or financial promotion rules, as relevant). Do not use capture pages to sound out unannounced transactions in listed securities;
• hold any licence your own activity needs. Smart-LOI is not a substitute for one;
• not enter special-category data or unlawful content.

8. Certificates, statements and proofs

Certificates, Demand Statements and proofs are evidence of origin and timing. They confer no entitlement. You may share them with named professional recipients, for example platforms, advisers, auditors, boards, lenders and regulators. You may not alter them, present them as investor orders or binding undertakings, say that a regulator has approved them, or use them in investor-facing promotion except as part of your own promotion, approved under the rules that apply to you, reproducing their legend in full. DCI Markets does not write, approve or distribute your promotions.

9. Data protection and anonymised statistics

You are the controller of the investor records you receive. We are your processor and act on your instructions under our data processing agreement, which forms part of your agreement with us. We use service providers in the categories listed in the Privacy Policy; the current list is annexed to our data processing agreement. For account, billing and enquiry data, we are the controller, as the Privacy Policy explains.

You agree that DCI Markets may derive anonymised, aggregated statistics from records captured under your account, for example volumes by asset category, country or indicative-yield band, for our own product analytics and for benchmarks we may share back in aggregate, non-identifying form. We will not re-identify any individual record, and we will not sell or disclose your raw records to another organisation. We have not launched any product beyond descriptive aggregate statistics, and this clause does not authorise one. A distinct data product would need a further, specific basis.

10. White-label and co-marketing

White-label (Enterprise, under your order form). Your brand, domain and sender address appear on the pages and e-mails your investors see. The core wording that a record is non-binding, and that no advice is given and nothing is executed, is part of the platform; you cannot remove or edit it. Your own privacy notice must tell investors that a service provider operates the platform and that personal data is processed in the UAE and in the countries where our providers host it.

Co-marketing. Neither of us will use the other's name, logo or marks in a campaign, release or other material without written approval of that specific piece. An approved piece presents your invitation to investors as the message and Smart-LOI as the means, keeps the non-binding statement, and does not suggest that DCI Markets endorses, promotes or recommends any offering. We may name you as a customer only with your consent.

11. Intellectual property

• The Service, the Smart-LOI software, the SLOI taxonomy and its codes, the platform's design and data model, DCI Master Admin and all related content, design and know-how belong to DCI Markets or its licensors. You receive a limited, non-exclusive, non-transferable right to use the Service under these Terms. DCI Markets controls and versions the SLOI taxonomy. You may use its codes within the Service and in your own records and exports, but may not republish it or use it to build a competing standard or service.
• SMART-LOI™ is a trademark of DCI Markets. Do not use our names, logos or marks without our written consent, other than the "Powered by Smart-LOI" mark as your plan provides.
• Patent applications covering aspects of the platform are pending. No patent has been granted.
• Your data stays yours. You allow us to host, process and display it as needed to provide the Service and as described in section 9.
• We may use feedback you give us without restriction.

12. Suspension and ending

• We may suspend or restrict access at once where needed to stop unlawful use, a serious breach, a risk to the platform or to investors, or in response to a court or regulator. For non-payment, we will first give notice. Where practicable, we will say why and give you a chance to fix the problem.
• Either of us may end the agreement if the other materially breaches it and does not fix the breach within 14 days after written notice.
• When your plan ends, your access stops. We will make your records available for export for a reasonable period, and then delete or return them as the data processing agreement provides. Fingerprints already written to a public blockchain stay there; they contain no personal data. Sections that by their nature should continue to apply will do so.

13. Service, warranty and liability

• The Service is provided "as is" and "as available". We test and monitor our systems, but we do not promise that the Service will be uninterrupted, error-free or free of vulnerabilities. We give no warranty about any outcome, funding, transaction, response from any organisation or investor, or regulatory treatment. Support is by e-mail, with the response times of your plan or order form.
• To the fullest extent the law allows, DCI Markets, its officers, employees and providers are not liable for indirect or consequential loss, for loss of profit, revenue, business, goodwill, opportunity or investment outcome, for fines or penalties imposed on you, or for loss or corruption of data. Where data is affected, we will make reasonable efforts to restore it.
• Our total liability to an organisation for all claims together, arising out of or in connection with the Service, these Terms or any order form, whether in contract, tort or otherwise, including claims about personal data or a data incident, is limited to the fees paid or payable by that organisation for the Service for the 3 months before the first event giving rise to liability, or USD 100, whichever is higher. An order form may set a different limit for what it covers.
• For records an organisation receives, the organisation is the controller and is responsible for the notices, the legal basis and the notifications to authorities and investors that the law places on a controller. If we become aware of a personal data breach affecting its records, we will tell the organisation without undue delay and help it respond, as the data processing agreement sets out.
• Nothing in these Terms limits or excludes liability for fraud, gross negligence, wilful misconduct, death or personal injury, or any other liability that the law does not allow to be limited or excluded.

14. Indemnity

You will indemnify DCI Markets against third-party claims, and the losses and reasonable costs that result, arising from: (a) the content of your capture pages or your promotions; (b) contacting or handling investors in breach of the law or of section 7; or (c) your use of certificates, statements or proofs contrary to section 8. We will tell you promptly of a claim, let you control its defence, and not settle it without your consent.

Part B: Investors

15. Using the app and capture pages

Smart-LOI lets you record your own non-binding investment intent and manage it. Investors pay nothing to use Smart-LOI: the app, completing a record and managing your records are free of charge. The cost of anchoring record fingerprints on a public blockchain is borne by DCI Markets, and certificates are charged to the organisation that requests them. You sign in with a link sent to your e-mail address; we do not use passwords, so protect your mailbox. You confirm that the information you give is accurate, that you are recording your own intent or are authorised to record it for the entity concerned, and that the record reflects genuine, non-binding intent. A record is not advice, an offer or an order, and DCI Markets does not advise you (see the Disclaimer).

16. Sharing and messages

• You choose whether to share a record and with whom. When you do, you authorise us to make it visible to that organisation, which is independent of us and responsible for its own use of the data. Sharing discloses your own intent. It is not an offer, order or instruction.
• You can pause, update or withdraw a record, and withdraw a share, in the app or on your record page. Withdrawing tells the organisation that you no longer want it to rely on the record. The organisation's own copy is handled under its privacy practices.
• Where the app offers a "contact me only through the app" setting, choosing it withholds your phone number from the organisations you share with.
• Messages come from the organisation. DCI Markets does not write or review them, and nothing in them is advice or an offer from DCI Markets. Do not rely on a message as advice. If you receive abusive, misleading or unlawful content, tell us at support@smart-loi.com. We may remove content or restrict an account.

17. Anonymised statistics and distinct investors

You agree that DCI Markets may include your record, in anonymised and aggregated form only, in descriptive statistics about overall platform activity (for example demand by asset category, country or indicative-yield band). This never identifies you individually, is never sold as raw data, and is limited to descriptive aggregation.

You also agree that we may compare your records across organisations, only to count distinct investors for a Demand Statement. The output is a count. It never shows which other organisations you dealt with.

You can withdraw this agreement for the future at any time by writing to support@smart-loi.com.

18. Our liability to you

Our total liability to you for all claims together arising out of or in connection with the Service is limited to the greater of USD 10 and the amount you paid us for the Service in the 12 months before the claim. The app is free, so that amount is nil. To recover any loss, you must show the loss and that it was caused by our breach of these Terms. We are not liable for indirect loss, lost profit, lost opportunity or any investment outcome. Nothing in these Terms limits or excludes liability for fraud, gross negligence, wilful misconduct, death or personal injury, any other liability that the law does not allow to be limited or excluded, or any right you have under the mandatory consumer protection law of the country where you live.

19. Ending, and reporting content

You can stop using the app at any time and delete your account in the app (see the Privacy Policy). We may suspend or end your access for misuse or unlawful use. To report content or to contact us about the Service, write to support@smart-loi.com. Where the law requires us to have a legal representative in the EU or the UK for this service, including under the GDPR or the Digital Services Act, we appoint one and publish its contact details on this page.

Part C: Everyone

20. Changes to these Terms

We may update these Terms. For a material change we will give organisations at least 30 days' notice by e-mail or in the workspace, and investors notice in the app or by e-mail. If an organisation does not accept a change to Part A, it may cancel before the change takes effect, and we will refund prepaid fees for the period after cancellation. Continuing to use the Service after a change takes effect means you accept it.

21. Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the federal laws of the United Arab Emirates, as applied in the Emirate of Ras Al Khaimah. Before starting proceedings, each side will try in good faith to settle the dispute for 30 days after written notice. If it is not settled, the courts of Ras Al Khaimah have exclusive jurisdiction, except that either side may ask any competent court for urgent interim relief. If you are an individual investor, this does not take away any right you have under the mandatory consumer protection law of the country where you live, including a right to bring proceedings there.

22. General

These Terms, with the Privacy Policy, the Disclaimer and any order form and data processing agreement, are the whole agreement on their subject. We may transfer our rights and duties to a successor or affiliate by notice; you may not transfer yours without our consent. A delay in enforcing a right is not a waiver of it. If a provision is unenforceable, the rest continues. Neither of us is liable for failure caused by events beyond our reasonable control. Notices may be given by e-mail to the address on your account, or to support@smart-loi.com. If these Terms are translated, the English version prevails.

23. Contact

Questions about these Terms: support@smart-loi.com. Registered office for notices: DCI Markets Ltd, Innovation City, Ras Al Khaimah, United Arab Emirates.