Client Engagement



TERMS OF BUSINESS

Please read this document (the “Terms of Business”) carefully. If you are unsure about any aspect of our Terms of Business or have any questions regarding our relationship with you, please contact us immediately. You will be required to read and accept these Terms of Business when subscribing to the Services. If you do not agree to comply with and be bound by these Terms of Business, you will not be able to subscribe to the Services.

PART A – INTERPRETATION, COMMENCEMENT AND OUR RELATIONSHIP

1.        INTERPRETATION

1.1.     These Terms of Business, its Schedules, and any documents referred to in these Terms of Business (which are incorporated by reference) set out the terms on which LinkExec Limited trading as Connectd (“we”, “us”, “our”) agree to act for you (“you, your”) and contain details of our regulatory and legal responsibilities (the “Agreement”).

1.2.    Subject as provided in clause 1.3 or where the context otherwise demands, words and phrases defined in the FCA Rules (as defined in clause 1.3 ) shall have the same meanings when used in this Agreement.

 

1.3.    Subject as provided in clause 1.2 , the following words and phrases shall have the following meanings when used in this Agreement:

 

“Account” means your online account for the Platform created following your successful On-Boarding;

“Agreement” means the Agreement as defined in clause 1.1 as amended from time to time in accordance with clause 17.1 ;

“Applicable Laws” means any applicable law or regulation in any relevant jurisdiction where we operate (which has the force of law)
and the FCA Rules and any standard of professional conduct;

“Appointed Representative” has the meaning set out in the FCA Handbook;

“Business Day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of
the United Kingdom;

“Business Hours” means the hours between 09:00 and 17:00 (GMT) on a Business Day;

“Confidential Information” has the meaning set out in  clause 21.1;

“Connectd Legal” means the name given to the membership option on our Platform which includes the Legal Services;

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including GDPR, the Data Protection Act 2018 and/or all applicable UK laws, rules,

“Effective Date” means the date on which you apply on the Platform to complete On-Boarding;

“Equity Share” has the same meaning as in the FCA Handbook;

“FCA” means the Financial Conduct Authority or any successor body;

“FCA Handbook”

means the FCA's Handbook of  Rules and Guidance as amended from time to time;

“FCA Rules” means the FCA Handbook and the rules, including regulations and directions whether statutory or otherwise and
any policy, standard, code, requirement, guidance or other matter of the FCA as amended or replaced from time to time;

“Fees” has the meaning set out in clause 8 ;

“GDPR” means the United Kingdom General Data Protection Regulation (EU) 2016/679 (Retained EU Legislation);

“Group” means, in relation to a company, that company, any subsidiary or holding company from time to time of that
company, any subsidiary from time to time of a holding company of that company, and any affiliated company of that
company (within the meaning of the FCA Handbook and the Act). Each company in a Group is a member of the Group;

“IA 1986” means the Insolvency Act 1986;

“Initial  Term” means a term of one year from the Effective Date;

“Investor Introduction Date” means the date during the term of this Agreement on which we first Introduce a potential investor and/or Representative to you;

“Introduction Fee Period” means three years from the Investor Introduction Date, irrespective of whether such period ends before or after the date of termination or expiry of this Agreement;

“Investor Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” when referring to potential investors shall be construed accordingly;

“Investor Introduction Fee” has the meaning set out in Schedule 1;

“NED Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” when referring to Non-Executive Directors shall be construed accordingly;

 

“Non-Executive Director” means a director who is not a full or part-time employee of a
company or holder of an executive office;

“On-Boarding” means the on-boarding process as set out in clause 2.3;

“Platform” means the website hosted at the domain connectd.co and all pages at sub-domains of this domain and may, from time to
time, include pages hosted at other domains and identified by us as forming part of the Platform;

“Principal” has the meaning set out in clause 4.2

“Regulated Activity” has the same meaning as in the FCA Handbook;

“Relevant Contract” means a contract entered into during the Introduction Fee Period between you and a potential investor who was
Introduced by us to you or a further potential investor that the potential investor introduced to you in order for the potential investor or further potential investor to make any investment in Equity Shares in you or any member of your Group;

“Representative” means an employee, officer, intermediary, agent or delegate of a person;

“Secondary Investor Introduction” has the meaning set out in Schedule 1;

“Services” means the services specified in Schedule 1;

“Successful Investor Introduction” means an Investor Introduction in which the potential investor has been Introduced to you by us and the potential investor and/or a further potential investor that the potential investor introduced to you has subsequently entered into a Relevant Contract with you within the Introduction Fee Period; and

“Successful NED Introduction” means a NED Introduction in which the potential Non-Executive Director has been Introduced to you by us and the potential Non-Executive Director has subsequently been appointed as a Non-Executive Director by you;

“Successful Secondary Investor  Introduction” means a Secondary Investor Introduction in which a potential investor has been Introduced to you by us and the potential investor has subsequently introduced you to a further potential investors who has subsequently entered into a Relevant Contract with you within the Introduction Fee Period.

 

1.4.        References in this Agreement to statutes, the FCA Rules and any other rules, regulations or laws shall be to such statutes, FCA Rules, rules, regulations and laws as modified, amended, restated or replaced from time to time.

 

1.5.        A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

 

1.6.        References to clauses and schedules are references to the clauses and schedules of and to this Agreement unless otherwise stated.

 

1.7.        Headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

 

1.8.       A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

 

1.9.       References importing the singular shall include the plural, and the masculine the feminine and neuter, and vice versa in all cases.

 

1.10.      The expression deal, dealing, dealt, dealings and so on shall include all forms of contact or response to contact.

 

1.11.        A reference to writing or written includes email.

 

1.12.       Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

1.13.       For the avoidance of doubt, any express or implied reference to your act, omission or activity includes anything done on your behalf of or as your agent, or with your ostensible authority.

2.        COMMENCEMENT AND ON-BOARDING

 

2.1.        This Agreement shall commence on the Effective Date and shall continue for the
Initial Term unless it is terminated in accordance with clause 19 .

 

2.2.        Following the Initial Term, this Agreement shall automatically renew for successive one-year terms unless or until terminated in accordance with clause 19 .

 

2.3.        In order to use the Platform, you acknowledge that you must successfully complete the on-boarding process (“On-Boarding”), following which your registration on the Platform shall be complete and an Account shall be allocated to you. On-Boarding
comprises the process detailed here, including completion of the registration form available on the Platform at https://app.connectd.co/register/founder.

 

2.4.        You warrant and represent that the information provided by you to us as part of your On-Boarding (as at the date of completion of the On-Boarding) and any information published anywhere on the Platform (as at the date of publication) by you is true and accurate and undertake to keep such information up to date.

 

2.5.        You agree that we may run any anti-money laundering or identification checks that we deem necessary as part of the On-Boarding or prior to any transaction in clause 9.1 taking place or at any other time at our discretion, and may use and share
information with third party anti-money laundering or identification checking services to perform these checks. These checks will include checks on your directors and could include checks on your shareholders, other companies in the same Group as
you (including their directors and shareholders) and other relevant third parties. We may also use third party and external sources during On-Boarding to perform due diligence and to verify any information that you have provided to us. We shall not be liable for any losses, damages or costs arising from conducting these checks or for any delay in On-Boarding while the checks are pending or as a result of the unsatisfactory completion of the checks.

2.6.        We may request that you amend your articles of association, shareholders’ agreement or other constitutional documents as a condition for your On-Boarding.

 

2.7.         We, in our absolute discretion, shall decide whether your On-Boarding has been successful and shall not be liable to you for any losses, damages or costs arising from any such decision.

 

2.8.         If we determine that your On-Boarding has been unsuccessful, these Terms of Business shall terminate on the date that we make such a determination.

 

2.9.         You may hold a single Account only and any attempt by you to create an additional Account on the Platform shall result in your Account and these Terms of Business being terminated.

 

2.10.        Your Account shall not be transferrable.  

 

2.11.         By doing business with us and continuing to instruct us, you agree to do so in accordance with the terms of these Terms of Business, unless we both agree otherwise in writing.

 

2.12.        These Terms of Business replace any terms of business or any other agreement that we may have previously agreed with you.

3.        THE PLATFORM

 

The Platform is operated by us and enables persons who have successfully completed investor onboarding and wish to subscribe for Equity Shares in private limited companies to be introduced through the Platform to private limited companies that wish to be introduced to investors with a view to the investor subscribing for Equity Shares. The Platform also enables persons who have
successfully completed non-executive director onboarding and wish to become Non-Executive Directors of companies to be introduced to the Platform to such companies with a view to becoming Non-Executive Directors of those companies. The Platform also enables you to complete questionnaires to facilitate the generation of auto-populating and customised legal document templates to help protect your business and support your legal needs.

3.1.         We shall publish instructions on the use and accessibility of the Platform by its users. You shall not permit any person other than your employees and officers to access the Platform and in the event that you do, you shall be fully responsible for all actions taken on the Platform by that person and we shall not be liable for any loss that may result as a result of such unauthorised access.

 

3.2.        You shall notify us if you suspect that your log-in details for the Platform have been compromised. If we receive such notification or determine that your log-in details for the Platform have been compromised, we shall suspend your access to the Platform.

 

3.3.         You may hold a single Account only and any attempt by you to create an additional Account on the Platform shall result in your Account and these Terms of Business being terminated.

 

3.4.         Your Account shall not be transferrable.

 

3.5.         You shall not post, transmit, display or share information on the Platform that you do not own or have permission to post, transmit, display or share. You shall not access all or any part of the Services or Platform (or any documentation provided via the Services or Platform) in order to build a product or service which competes with the Services or Platform, or otherwise use the Services or Platform to provide services to third parties.

 

3.6.          Except for approved financial promotions for the purposes of the requirements of section 21 of FSMA and the FCA Rules, we shall not be responsible for any information posted, transmitted, displayed or shared by you on the Platform and you shall indemnify us against all losses, damages or costs arising from any such information being posted, transmitted, displayed or shared on thePlatform.

 

3.7.          When communicating or in any other way using the Platform, you must not submit, communicate or otherwise do anything that is obscene, offensive, hateful, discriminatory, defamatory, deceptive, or is intended or otherwise likely to infringe the intellectual property rights of any other party, or infringe another person’s right to privacy or otherwise uses their personal data in away that you do not have a right to, or is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence. We may remove any information from the Platform that we consider abusive, trolling, spam or otherwise inappropriate or in breach of this clause.You must not use the Platform in any way, or for any purpose, that is unlawful or fraudulent, or to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind.

 

3.8.         We may decline to approve, including declining approval for the purposes of section 21of FSMA, any information you submit for inclusion on the Platform at our sole discretion and without providing any reason.

 

3.9.         We may remove or amend any information on the Platform from time to time without any reference to you.

 

3.10.       Where any information or content is submitted by you for approval for inclusion on the Platform, we will determine, at our sole discretion, whether it requires approval as a financial promotion in accordance with the FCA Rules, and we will make the decision as to what is required to satisfy relevant regulatory requirements.

 

3.11.        We do not warrant, verify or otherwise endorse the content or accuracy of any information posted, transmitted, displayed or shared on the Platform and you agree to conduct your own due diligence as you deem necessary to verify the accuracy of all information posted, transmitted, displayed or shared on thePlatform.

 

3.12.        We may, at our sole discretion, choose to verify any information uploaded by you onto the Platform and, at our sole discretion, may remove this information at anytime.

 

3.13.        We may, at our sole discretion, suspend your access to the Platform based upon the information you have uploaded to the Platform at any time.

4.        OUR RELATIONSHIP

 

4.1.          LinkExecLimited trading as Connectd is a company incorporated and registered under the laws of England and Wales with company registration number 12280705 and whose registered address is First Floor 5 Fleet Place, London, United Kingdom EC4M7RD.

 

4.2.         We are an Appointed Representative (with firm reference number: 956971) of MJ Hudson Advisers Limited, 1 Frederick's Place, London EC2R 8AE, which is authorised and regulated by the FCA under firm reference number 692447(the “Principal”).

 

4.3.         Our details and any trading names that we use can be verified by visiting theFinancial Services Register at https://register.fca.org.uk or by contacting theFCA on 0800 111 6768.

 

4.4.         For the avoidance of doubt, these Terms of Business shall continue to apply if any of our company name, FCA firm reference number or company registration number change, however you will be notified if any of these details change.

 

4.5.         You shall not become a customer or client of ours for the purposes of the FCA Rules until such time as we provide you with the Services, following which you will be categorised as a “retail” client for the purposes of the FCA Rules unless we notify you otherwise. You have the right to request an alternative categorisation but we are not obliged to agree to it.

 

4.6.         Unless otherwise confirmed in writing, we will treat you only as our client and will have no liability to any other person that you may appoint as your agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be reduced in any way by you appointing any such person.

 

4.7.         All of our activities take place in the UnitedKingdom regardless of the location of users of the Platform.

 

4.8.        You acknowledge that we do not provide advice or recommendations with respect to any aspect of transactions or advice in relation to tax, accounting, regulatory or legal matters (including sanctions)and you should take separate advice as you consider necessary regarding such matters.  

 

4.9.        This Agreement is supplied in English and all notices and communications between you and us (including documentation) shall be in English.

5.        NON-EXCLUSIVITY

 

5.1.         Nothing in this Agreement shall preclude us from committing to similar agreements with other persons.

6.        COMPLAINTS AND FINANCIAL SERVICES COMPENSATION SCHEME

 

6.1.         If you are dissatisfied with any aspect of our service, you may send a formal complaint using the following contact details: info@connectd.co.

 

6.2.        If you make a complaint in accordance with paragraph 6.1 that arises from the Regulated Activities carried on by us in delivering the Services, and it is not resolved to your satisfaction, if you satisfy the eligibility criteria, you may be entitled to complain to the Financial Ombudsman Service. The Financial Ombudsman Service’s address is Exchange Tower, London E14 9SR, and its website is
http://www.financial-ombudsman.org.uk.

 

6.3.        If we default on our obligations in relation to regulated financial services activities carried on by us in delivering theServices, if you satisfy the eligibility criteria, you may be entitled to compensation under the Financial Services Compensation Scheme (FSCS). You can obtain further information on its website: http://www.fscs.org.uk.

PART B – OUR SERVICES, OBLIGATIONS AND FEES

7.        SERVICES

7.1.         The Services to be provided by us under this Agreement are specified in Schedule 1.

 

7.2.        In certain circumstances we may act for and owe duties of care to other parties which may conflict with the duties of care we owe to you, in which case we will advise you of this so you are aware of any possible conflict of interest.  Please refer to clause 13 in Part D of these Terms of Business for more information on how we will manage potential conflicts of interest.

8.       FEES AND PAYMENTS

 

8.1.        The Fees payable by you to us are specified inSchedule 2 as varied from time to time in accordance with clause 18.2.

 

8.2.       Fees payable to us shall be paid to the bank account details specified in Schedule 2 by BACS transfer or to such other bank account details that we have provided you with reasonable written notice of.

 

8.3.       You must pay our fees no later than 30 days from the date the fee becomes due and payable unless we otherwise notify you in writing. You agree to pay interest to us at 3% above the base rate of the Bank of England from time to time on all sums not paid by the due date, in each case until, but excluding, the date of actual payment.

 

8.4.       You agree to pay interest to us at the interest rate specified in clause 8.3 after as well as before judgment. All such interest shall accrue on a day-to-day basis and be calculated on the basis of a 365-day year and interest shall be compounded on a quarterly basis.

 

8.5.       Any sum we pay to you will, whether this is stated explicitly or not, include any applicable VAT or other tax or duty and we will not pay any additional sum by way of VAT or any other tax or duty. Any payment to be made by you may be stated to include VAT or any other tax or duty, but if it is not so stated, and VAT or such other tax or duty is or proves to be applicable, you will pay such VAT, tax or duty in addition to the relevant payment.

 

8.6.       Without notice to you, we may set off any liability of yours to us against any liability we owe to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. You may not for any purpose set off any sum we owe or allegedly owe to you against any sum owing to us.

 

8.7.        You shall indemnify us for any costs or expenses(including third party fees and expenses) that we incur in enforcing any term of this Agreement.

 

8.8.        The Fees are not refundable.

PART C – YOUR OBLIGATIONS

9.       YOUR OBLIGATIONS

 

9.1.        During the life of this Agreement, you undertake and agree to:

 

9.1.1.      notify us as soon as reasonably practicable when you intend a transaction to occur that is likely to cause an Investor Introduction or Secondary Investor Introduction becoming a Successful Investor Introduction and provide us with the heads of terms of the transaction, including the proposed value of the investment and date of investment. For any investments obtained through investors on the Connectd network, you must email us, using the following address: investments@connectd.co ;;

 

9.1.2.     only proceed with transactions that are a result of an Investor Introduction or Secondary Investor Introduction where the transaction will directly result in the Investor making an investment in your Equity Shares. You will not accept any other form of investment (whether by means of debt, equity or otherwise) from nor issue any other instruments (whether debt, equity or otherwise) to investors introduced to you as a result of an Investor Introduction or Secondary Investor Introduction;

 

9.1.3.      notify us as soon as reasonably practicable and within 5 Business Days of an Investor Introduction or Secondary Investor Introduction becoming a Successful Investor Introduction and provide us with a copy of the Relevant Contract within 10 Business Days of an Investor Introduction becoming a Successful Investor Introduction. You must do so using the following email address investments@connectd.co ;;

 

9.1.4.      not proceed with any transaction that is a result of an Investor Introduction or Secondary Investor Introduction unless we have
confirmed our agreement in writing to you that you may proceed with the transaction;

 

9.1.5.      comply with all requirements, policies and procedures reasonably imposed by us, such as financial promotions checklists and us requiring all financial promotions are clear, fair and not misleading;

 

9.1.6.       act in good faith towards us;

 

9.1.7.        give us clear instructions;

 

9.1.8.        ensure all information provided to us is complete, fair and accurate and includes (but is not limited to):

 

9.1.8.1.      confirmation that your share capital is as stated on the public register at Companies House;

 

9.1.8.2.     confirmation that all intellectual property which is, or is likely to be, material to you or your business, is (or in the case of applications, will be) legally and beneficially vested exclusively in you, is valid and enforceable and not subject to any claims of opposition from any third party;

 

9.1.8.3.     details of any intellectual property infringement claims in relation to any of your intellectual property, or which allege you are breaching any third party’s intellectual property rights;

 

9.1.8.4.     details of any actual or pending litigation or disputes affecting you or your business or brand and details of any circumstances which may lead to any such proceedings or dispute;

 

9.1.8.5.      details of all material liabilities;

 

9.1.8.6.      details of any security over its assets to any third party;

 

9.1.8.7.      details of any agreement to which you are a party in relation to which you are in default, details of any agreement to which you are a party and which has any unusually onerous terms and details of any agreements of significant duration which could involve a material obligation or liability;

 

9.1.8.8.      details of any circumstance in which you are, have been or might be in breach of the Applicable Laws;

 

9.1.8.9.      any other information or documents that we request during Onboarding or at any other time that these Terms of Business are in force.

 

9.1.9.         notify us as soon as reasonably practicable on you becoming aware that any information provided to us was unfair, inaccurate, misleading or requires updating;

 

9.1.10.        attending training as reasonably required by us;

 

9.1.11.         notify us as soon as reasonably practicable on you becoming aware that any of the events listed in clauses 19.4.2to 19.4.8 have occurred;

 

9.1.12.        act in accordance with the Applicable Laws;

 

9.1.13.        provide us with all reasonable assistance as we may reasonably require in a timely manner; and

 

9.1.14.       submit any information that you wish to be included on the Platform for our approval (which may include, where (at our sole discretion) we determine it is required, approval by the Principal for the purposes of section 21 of FSMA) and not to distribute such information to potential investors or Non-Executive Directors until we have provided the required approval.

10.       WARRANTIES

10.1.         You represent, warrant and undertake that:

 

10.1.1.       you are solvent;

10.1.2.      any information which you have provided to us is complete and accurate, in particular any and all information which might bear upon fitness, propriety and/or suitability for investment by investors or to appoint Non-Executive Directors, and you agree to provide any further information properly required by applicable law or regulation and will notify us forthwith if there is any material change in any such information provided;

 

10.1.3.      you are a UK private limited company that has the full power and authority to enter into this Agreement and perform the obligations under it and doing so will not conflict with any laws applicable to you or other existing obligations and all governmental, regulatory and other consents required have been obtained by you and you shall (and shall use all reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as we may reasonably require from time to time for the purpose of giving full effect to this Agreement;

 

10.1.4.      that you are legally entitled to offer EquityShares to investors;

 

10.1.5.      that you are legally entitled to enter into a contractual arrangement to appoint individuals as Non-Executive Directors;

 

10.1.6.      that you will promptly give (or procure to be given) to us any such information and assistance as we may reasonably require to enable us to assist with or achieve compliance with any FCA Rules or any other of our obligations; and

 

10.1.7.      to inform us as soon as reasonably practicable if you cease to be a UK private limited company or cease to be legally entitled to offer Equity Shares to investors.

11.       NON-SOLICITATION

 

11.1.         You shall not, for the duration of this Agreement, or for a period of 24 Calendar Months following the termination of this Agreement:

 

11.1.1.       attempt to induce, solicit or entice any person to leave their employment with us or to stop providing that person’s services to us; or

11.1.2.     attempt to induce, solicit or entice away from us or approach or have any dealings with any person that was a client of ours at the date of termination or in the 12 Calendar Months prior to termination with a view to entering into a business relationship with that person;

 

11.1.3.      employ or engage or otherwise facilitate the employment or engagement of any employee of ours or anyone that provides services to us, whether or not such person would be in breach of contract as a result of such employment or engagement;

 

11.2.        The restrictions in clause 11.1apply where you are acting:

 

11.2.1.      directly or indirectly; and

 

11.2.2.     on your own behalf or on behalf of, or in conjunction with, any firm, company or person.

 

11.3.       Without prejudice to any other right or remedy available to us, you acknowledge that damages alone will not be an adequate remedy for breach of this clause 11and agree that an injunction may be an appropriate remedy.

PART D - GENERAL

12.     LIABILITY

 

12.1.      You agree with us (for ourselves and as trustee for our directors, partners, officers and employees) that you shall indemnify and hold us harmless against all liabilities, claims, demands, losses, damages, costs or expenses which may be made against us in respect of any loss or damage sustained or suffered, or alleged to have been sustained or suffered, by any person by reason of the negligence, wilful default or bad faith of or breach of this Agreement by you or any of your directors, partners, employees or agents.

 

12.2.     In this clause 12 references to claims or demands shall include references to costs and expenses (including but not limited to any and all legal costs and our own administrative costs) arising from, or incidental to, the negligence, wilful default or bad faith of or breach of this Agreement by you and in particular the costs of investigating and defending, and any payment (whether of compensation or a fine or otherwise) made or required to be made as a result of, any claim, complaint, arbitration, regulatory investigation or disciplinary or enforcement action.

 

12.3.     You will immediately on demand be liable to pay us any sum due under this indemnity, and it will immediately constitute a debt for the purposes of this clause 12or we may at our sole discretion satisfy such indemnity (in whole or in part)by way of deduction from any payments due to you.  

 

12.4.     We shall not be liable for any loss or damage in respect of any matter for which liability is expressly excluded under this Agreement, or arising out of or in connection with any error or inaccuracy in information provided by you or any misrepresentation or wilful misconduct or any other act of another person.

 

12.5.     We shall be entitled to assume that any information provided to us and any directions or instructions communicated to us by you or on your behalf, or which appear to be properly communicated to us by you or on your behalf, are accurate, complete and properly authorised by you and, in performing the Services, we shall be entitled to rely on such information, direction or instruction and we shall not be liable in respect of anything done or suffered to be done by you in accordance with any such information, direction or instructions.

 

12.6.     We shall not be liable for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

 

12.7.      Our aggregate liability to you under this Agreement shall be limited to no more than the Fees received by us under the Agreement.

 

12.8.        Nothing in this Agreement shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation, in particular any duty or liability we may have to you under the regulatory system.

13.     CONFLICTS OF INTEREST

 

13.1.        We, the Principal or any other third party appointed by us provide a number of services to a range of clients. There may be times when there is a conflict (or potential conflict) between our interests and the duties another of these parties owes to a client, or a conflict between the differing interests of two or more clients that we owe a duty to.

 

13.2.       We always aim to treat you fairly and avoid conflicts of interest. We will always seek to avoid placing ourselves in a position where our interests, or our duty to another party, prevent us from discharging our duty to you.

 

13.3.        We have taken steps to prevent, and minimise and manage conflicts of interest in accordance with FCA Rules, full details of which are set out in our conflicts of interest policy, which you can request a copy of at any time by contacting us at: info@connectd.co. We have developed and apply comprehensive conflict management policies and procedures.  These are designed to prevent any conflicts of interest adversely affecting or compromising your interests. However, in some cases, where we cannot be reasonably confident that we can prevent the risk of damage to your interests, we will discuss this with you. If you have any concerns in relation to conflicts of interests, please contact us.

 

14.     DATA PROTECTION

 

14.1.        We shall retain any personal information and records in accordance with the privacy notice issued on the Platform.

 

14.2.       In this clause 14:

 

14.2.1.     “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

 

14.2.2.    “Controller”means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

 

14.2.3.    “Process”or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of PersonalData, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction(and “process” and “processes” shall be interpreted accordingly);

 

14.2.4.     “DataProcessor”, “DataSubject”, “Personal Data Breach”, “SpecialCategories of Personal Data” and “Supervisory Authority” shall have the same meaning as in the Data Protection Laws.

 

14.3.        We shall process all personal data in accordance with our Privacy Notice, a copy of which can be accessed at https://connectd.co/privacy-policy?privacy-policy.

 

14.4.        You and we acknowledge that you and we will act as a separate and independent Controller in relation to the Personal Data which they Process pursuant to this Agreement.

 

14.5.        In the performance of this Agreement, each of the parties will comply with their respective obligations under the DataProtection Laws in respect of the Processing of Personal Data.

 

14.6.        In performing obligations under this Agreement, a party (the “Discloser”) may transfer or disclose Personal Data to the other party (the “Recipient”).

 

14.7.        Where acting as a Discloser, each party warrants, undertakes and confirms that:

 

14.7.1.      it is not and will not be, subject to any prohibition or restriction which would restrict or otherwise affect its ability to disclose or transfer contact details and other relevant Personal Data relating to customers and/or potential customers;

 

14.7.2.     any such disclosure or transfer will not give rise to any breach of any provision of the Data Protection Laws, any duty of confidentiality, any intellectual property rights of a third party or any contractual obligation on its part;

 

14.7.3.     it will only disclose the Personal Data for one or more purposes which are consistent with the terms of this Agreement (other than to comply with a requirement of any applicable law to which a party is subject) (the “Purposes”);

 

14.7.4.     it will take all steps reasonably appropriate to provide a fair processing notice to those Data Subject(s) whose personal data are to be disclosed under this Agreement, informing them that their PersonalData will be disclosed to the Recipient for the Purposes; and

 

14.7.5.     it has obtained any consents or authorisations required to permit the disclosure of such Personal Data to the Recipient for the Purposes.

 

14.8.       Where acting as a Recipient, each party shall comply with applicable Data Protection Laws and, without limitation to the foregoing:

 

14.8.1.     put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing or accidental destruction, loss or damage;  

 

14.8.2.    have adequate security programmes and procedures to ensure that only authorised personnel have access to Personal Data and that any persons authorised to have access to Personal Data shall respect and maintain all due confidentiality;

 

14.8.3.    only Process the Personal Data for the Purposes;

 

14.8.4.    not Process Personal Data for longer than is necessary to carry out the Purposes (other than to comply with a requirement of applicable law to which the Recipient is subject); and

 

14.8.5.    notify the Discloser without undue delay following any Personal Data Breach involving the Personal Data and each party shall co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a Personal Data Breach involving the PersonalData.

 

14.9.       Each party shall co-operate with the other, to the extent reasonably requested, in relation to:

 

14.9.1.     any request from a Data Subject concerning theProcessing of their Personal Data;

 

14.9.2.    any other communication from a Data Subject concerning the Processing of their Personal Data; and

 

14.9.3.    any communication from a Supervisory Authority concerning the Processing of Personal Data or compliance with the DataProtection Laws.

 

14.10.      Each party shall:

 

14.10.1.    implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and shall take all measures required pursuant to Article 32 of GDPR;

 

14.10.2.   take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access Personal Data, as strictly necessary in the context of the Purposes, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

 

14.10.3.    promptly notify the other party on receiving a request from a Data Subject under any Data Protection Laws in respect ofPersonal Data relating to the Services, including requests by a Data Subject to exercise any rights afforded by Chapter III of GDPR (“Chapter III Rights”);

 

14.10.4.    provide such assistance in relation to PersonalData as may reasonably be requested by the other party to enable the other party to comply with the exercise of Chapter III Rights by a Data Subject and/or to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of the Personal Data or this Agreement;

 

14.10.5.    notify the other party immediately upon becoming aware of or reasonably suspecting a Personal Data Breach in connection with the Services and, unless clause

14.10.6     applies, provide the other party at the time of original notification with sufficient information which allows the other party to meet any obligations to report a Personal Data Breach under the Data Protection Laws, such notification including as a minimum a description of:

 

14.10.5.1.   the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;

 

14.10.5.2.   the likely consequences of the Personal Data Breach; and

 

14.10.5.3.   the measures taken or proposed to be taken to address the Personal Data Breach.

 

14.10.6.      if at the time of making the original notification described in clause 14.10.5, the party making the notification does not have available to it all of the information set out in clauses 14.10.5.1 to 14.10.5.3, the party making the notification shall include in the notification such information as it has available at that time, and then shall provide the further information set out in clauses 14.10.5.1 to 14.10.5.3 as soon as possible;

 

14.10.7.      cooperate with the other party and take such reasonable commercial steps as are directed by that party to assist in the investigation, mitigation and remediation of each Personal Data Breach in connection with the Services;

 

14.10.8.     in the event of a Personal Data Breach affecting the other party, not inform any third party without first obtaining the other party’s prior written consent, unless notification is required by any applicable legal or regulatory requirement to which the party is subject, in which case the party shall, to the extent permitted by such law, inform the other party of that legal requirement, provide the other party with a copy of the proposed notification and consider any comments made by the other party before notifying the Personal Data Breach;

 

14.10.9.      provide reasonable assistance to the other party with any data protection impact assessments which are required under Article 35of GDPR and with any prior consultations to any Supervisory Authority of each party which are required under Article 36 of GDPR in relation to the processing of the Personal Data in connection with the Services and taking into account the nature of the processing and information available to that party;

 

14.10.10.     not (and procure that any sub-processors shall not) under any circumstances transfer Personal Data outside the United Kingdom or European Economic Area unless authorised in writing by the other party to do so.

15.     INTELLECTUAL PROPERTY RIGHTS

 

15.1.      We (or our licensors) will retain all ownership, title, copyright and other intellectual property rights in all materials developed, designed or created by us before or during the provision of services to you including systems, methodologies, software, know-
how, questionnaires, templates, legal documents and working papers. We will also retain all ownership, title, copyright and other intellectual property rights in all reports, written advice, contracts or other materials provided by us to you, and all derivative works created by you using the same. We grant you a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use those materials, but only for the purposes for which they were created under this agreement and only for as long as these Terms of Business remain in force. Our status as the owner and author of the materials on the Platform (or that of identified licensors, as appropriate)
must always be acknowledged. The licence granted to you does not give you any rights in those materials (including any material that we may licence from third parties).

 

15.2.    You shall not copy, modify rent, sell, publish, republish, share, broadcast, license, lease, transfer, assign, distribute, display, store, disclose, reverse engineer, decompile or disassemble, or otherwise commercially exploit any documentation, questionnaires, templates, legal documents or other materials we provide to you or make available on the Platform, except as expressly authorised by this Agreement. You shall not use the Platform or the materials on it to create any derivative works (except to the extent expressly permitted by us) or competitive products, or allow any third parties to access, use or benefit from the Platform or materials on it in any way.

 

15.3.    You agree that you will be solely responsible for any content submitted to the Platform (“User Content”). Specifically, you agree, represent, and warrant that you have the right to submit the User Content and that all such User Content will comply with our acceptable use standards in clause 3.7. You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties in this clause.  

 

15.4.     You retain ownership of your User Content and all intellectual property rights subsisting therein. When you submit User Content you grant us an unconditional, non-exclusive, fully transferrable, royalty-free, perpetual, irrevocable, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating the Platform and providing our Services.

 

16.     ASSIGNMENT AND THIRD PARTY RIGHTS

 

16.1.     We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this Agreement.

 

16.2.     This Agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

 

16.3.     A person who is not a party to this Agreement may not enforce any of the terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act.


17.    NOTICES

 

17.1.       Any notice or other communications given to us under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or email to the following addresses (unless specified otherwise by notice):

 

Address:      First Floor, 5 Fleet Place, London, UnitedKingdom, EC4M 7RD

Email:           info@connectd.co

 

17.2.       Any notice or other communications given to you under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or email to the addresses you provide to us during On-Boarding (unless specified otherwise by notice).

 

17.3.        Any notice or communication shall be deemed to have been received:

 

17.3.1.      if delivered by hand, on signature of a delivery receipt;

 

17.3.2.     if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

 

17.3.3.     if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

 

17.4.        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.       AMENDMENTS

 

18.1.        Except where clauses 18.2 and 18.3 apply, we may amend this Agreement at any time and the amendments will take effect two months after we have provided you with written notice of the amendments.

 

18.2.        Notwithstanding clause 18.1, we may amend the Schedules to these Terms of Business at any time and the amendments will take effect 5 Business Days after we have provided you with written notice of the amendments.

 

18.3.        Notwithstanding clause 18.1, we may amend this Agreement at any time where required to do so by any Applicable Law, the FCA or the Principal and the amendments will take effect immediately on providing you with written notice of the amendments.

19.     TERMINATION

 

19.1.        Without affecting any other right or remedy available to it, either you or we may terminate this Agreement at the end of the Initial Term by providing 30 days prior written notice’.

 

19.2.       Without affecting any other right or remedy available to it, either you or we may terminate this Agreement after theInitial Term on each anniversary of the Effective Date by providing three months’ prior written notice.

 

19.3.       Without affecting any other right or remedy available to you, you may terminate this Agreement by providing one months’ prior written notice where we have exercised our right in either clause 18.1 or 18.2 to vary this Agreement, and where you exercise this right in-accordance with this clause 19.3, the variation of the Agreement shall not be effective during the notice period.

 

19.4.       Notwithstanding the provisions of clauses 19.1, and without affecting any other right or remedy available to it, either you or us may terminate this Agreement with immediate effect by providing written notice to the other party if:

 

19.4.1.     either you or us have reasonable grounds for suspecting that the other party or its employees have committed fraud or have been dishonest;

 

19.4.2.    the other party has committed a material breach of a material term of this Agreement that is not capable of being remedied;

 

19.4.3.    the other party has committed a material breach of a material term of this Agreement that is capable of being remedied but has failed to remedy that breach after 30 days of the other party providing written notice particularising the breach;

 

19.4.4.    we are no longer appointed as an Appointed Representative and are no longer able to carry out the Services;

 

19.4.5.    the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the IA 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

 

19.4.6.    the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the IA 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual)is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or(being a partnership) has any partner to whom any of the foregoing apply;

 

19.4.7.     the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under this agreement has been placed in jeopardy; or

 

19.4.8.     any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 19.4.5 to 19.4.7.

20.     CONSEQUENCES OF TERMINATION

 

20.1.       Termination of this Agreement pursuant to clause19shall be:

 

20.1.1.     without prejudice to and shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination; and

 

20.1.2.    without penalty or other additional payment save that, within 7 Business Days of termination, you shall be obliged to pay any sum that is due and outstanding under this Agreement to us at the date of termination

 

20.2.      The following clauses shall remain in full force and effect on and after termination of this Agreement:

 

20.2.1.     clause 1;

 

20.2.2.    clauses 4to 6

 

20.2.3.    clause 8;

 

20.2.4.    clauses 10to 17.1;

 

20.2.5.    clauses 20to 25; and

 

20.2.6.    Schedule 2.


21.     CONFIDENTIALITY

 

21.1.        In this clause, Confidential Information means any information (however recorded or preserved) which:

 

21.1.1.      you or we may have or acquire (whether before, on or after the date of this Agreement) in relation to the customers, business, assets or affairs or plans, intentions or market opportunities of the other party.

 

21.1.2.      any party to this Agreement or any member of itsGroup may have or acquire (whether before, on or after the date of this Agreement) in relation to the customers, business or assets of the other party or any member of the other party’s Groups, as a consequence of the negotiations relating to this Agreement or any other agreement or document referred to in this Agreement or the performance of this Agreement or any other agreement or document referred to in this Agreement; or

 

21.1.3.       relates to the contents of this Agreement (or any agreement or document referred to in this Agreement or agreement or arrangement entered into pursuant to this Agreement),

 

but excludes the information in clause 21.2.

21.2.         Information is not Confidential Information if:

 

21.2.1.        it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement);

 

21.2.2.       a party to this Agreement can establish to the reasonable satisfaction of the other party to which the information relates that it found out the information from a person not connected with the other party or its Group and that such person is not under any obligation of confidence in respect of the information;

 

21.2.3.       a party to this Agreement can establish to the reasonable satisfaction of the other party to which the information relates that the information was known to the first party before the date of thisAgreement and that it was not under any obligation of confidence in respect of the information; or

 

 

21.2.4.       the parties agree in writing that it is not confidential.

 

21.3.          Each party to this Agreement shall at all times keep confidential (and use all reasonable endeavours to ensure that its employees, agents, subsidiaries, and the employees and agents of such subsidiaries shall keep confidential) any Confidential Information and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with thisAgreement, and shall not disclose such Confidential Information except:

 

21.3.1.        to another member of the party’s Group or to a party’s professional Advisors where such disclosure is for a purpose related to the operation of this Agreement;

 

21.3.2.       with the written consent of such of the party or any member of its Group that the information relates to;

 

21.3.3.       we may disclose Confidential Information to the Principal;

 

21.3.4.       as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure;

 

21.3.5.       a party to this Agreement may, provided it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, discloseConfidential Information to the Serious Fraud Office without first informing the other party of such disclosure; or

 

21.3.6.       to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any member of its Group.

 

21.4.          Each party to this Agreement shall inform (and shall use all reasonable endeavours to procure that any subsidiary shall inform) any officer, employee or agent or any professional Advisor advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them:

 

21.4.1.         to keep it confidential; and

 

21.4.2.        not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement).

 

21.5.           On termination of this Agreement, each party to this Agreement shall (and shall use all reasonable endeavours to procure that its subsidiaries, and its officers and employees and those of its subsidiaries shall):

 

21.5.1.         return to the other parties all documents and materials (and any copies) containing, reflecting, incorporating or based on the other parties’ Confidential Information; and

 

21.5.2.        erase all the other parties’ ConfidentialInformation from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable)

 

provided that a recipient party (and/or the Sub-Fund, as the case may be) may retain documents and materials containing, reflecting, incorporating or based on the other parties’ Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

21.6.          The provisions of this clause 21shall continue to apply after termination of this Agreement for any cause.

22.     FURTHER ASSISTANCE

 

22.1.          Each of the parties to this Agreement shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to the terms of this Agreement and the transactions contemplated by it.

23.      ENTIRE AGREEMENT AND RELATIONSHIP

 

23.1.         This Agreement constitutes the entire agreement and understanding of the parties to this Agreement and supersede any previous agreements between the parties relating to the subject matter of this Agreement.

 

23.2.        Each of the parties to this Agreement acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in thisAgreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

 

23.3.         Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to create a partnership between the parties or to imply that the relationship between you and us is that of employer and employee or agent and principal.

24.     MISCELLANEOUS

 

24.1.          Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.

 

24.2.         No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

 

24.3.          If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of this Agreement shall not be affected.

25.     GOVERNING LAW

 

25.1.          This Agreement and any dispute or claim a rising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

 

25.2.        This Agreement is also subject to the FCA Rules and in the event of conflict between the terms of this Agreement and the FCARules, the FCA Rules shall prevail.

 

25.3.        Each of the parties irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on them in accordance with the provisions of this Agreement relating to service of communications. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

 

SCHEDULE 1 – THE SERVICES

 

We have set out below the services that we will provide to you (the “Services”).

 

1.      THE INVESTOR SERVICES THAT WE WILL PROVIDE TO YOU

 

1.1.       We will provide you with the following investor services (the “Investor Services”):

 

1.1.1.     We will make Introductions of potential investors or their Representatives to you via the Platform with a view to the potential investor subscribing for your Equity Shares (“Investor Introductions”).

 

1.1.2.    The potential investors (or their Representatives) who are introduced to you as a result of Investor Introductions may (at their sole discretion) introduce you to further potential investors with a view to those investors subscribing for shares in your Equity Shares (“Secondary Investor Introductions”). For the avoidance of doubt, we do not accept any responsibility or liability whatsoever in respect of Secondary Investor Introductions.

 

1.1.3.     By making an Introduction, we will perform the first step in arranging deals in investments, which is an activity regulated by the FCA. However, please note that our activities are limited to those set out in this paragraph 1of Schedule 1 and read paragraph 4 carefully, which sets out some of the activities that we will not perform.

 

1.1.4.     We shall use reasonable endeavours to provide you with access to the Platform, save for any period during which we are undertaking maintenance, updates or any other work to the Platform. The Platform shall be provided on an “as is” basis with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.

 

1.1.5.     We shall provide information about our various additional services to help inform you what additional services you would like to purchase.

 

2.     THE NED SERVICES THAT WE WILL PROVIDE TO YOU

 

2.1.       We will provide the following non-executive director services to you (the “NED Services”):

 

2.1.1.     We will make Introductions of individuals to you via the Platform with a view to you negotiating with the individual to become a Non-Executive Director of the Company (“NED Introductions”).

 

2.1.2.    We shall use reasonable endeavours to provide you with access to the Platform, save for during any period during which we are undertaking maintenance, updates or any other work to the Platform. The Platform shall be provided on an “as is” basis with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.

 

2.1.3.    We shall provide information about our various additional services to help inform you what additional services you would like to purchase.

 

2.2.      For the avoidance of doubt, none of the NED Services constitute Regulated Activities and, therefore, you will not obtain rights to complain to the Financial Ombudsman Service or claim compensation from the Financial Services Compensation Scheme.

 

3.    THE LEGAL SERVICES THAT WE WILL PROVIDE TO YOU

 

3.1.      If you choose to purchase Connectd Legal, we will provide you with the following legal services (the “Legal Services”):

 

3.1.1.    We shall publish and make available to you on thePlatform questionnaires on specific legal documents (as such documents are advertised on the Platform from time to time) (“Questionnaires”).

 

3.1.2.    The Questionnaires will be available to you immediately following receipt of your Subscription Fee (or receipt of the supplementary Subscription Fee referred to in paragraph 1.2.3 of Schedule 2 in the case of existing members upgrading to Connectd Legal) and will continue to be available throughout the term of this Agreement. In some limited circumstances, we may need to provisionally suspend the provision of theQuestionnaires to fix technical problems or to update them to comply with relevant changes in the law or other regulatory requirements. We may also suspend your access to the Questionnaires, without any liability, if we do not receive timely payment from you.

 

3.1.3.    Where you choose to complete any Questionnaires, an auto-populated template legal document (“Contract”) will be generated based on the responses you input.

 

3.1.4.    Once aContract has been created, you may save, edit and download it, share it with third parties (solely for the purposes of facilitating and executing that particular transaction, and always subject to clause 3.5), and sign the Contract via e-signature facilities made available via the Platform. You acknowledge that you will be bound by any third party terms of service with respect to your use of any such e-signing facilities.

 

3.1.5.     We shall additionally provide a help desk functionality enabling you to contact us via email at legal@connectd.co should you require support or have any questions about the Questionnaires or the Legal Services generally. We shall use reasonable endeavours to respond to any support requests within reasonable timescales during Business Hours on Business Days but we make no commitments regarding guaranteed response times. You agree to co-operate with us and provide us with such information as we may reasonably require in connection with any support query.

 

3.1.6.     In the event that the assistance you require under paragraph 3.1.5 of this Schedule 1 is legal or accounting in nature, we may refer you to our legal partner, Arch Law Limited, trading as arch.law (“Arch Law”), which is authorised and regulated by the Solicitors Regulation Authority or to our accounting partner, Wilson Wright LLP (“Wilson Wright”). By submitting any support request via our help desk, you expressly consent to your request and personal data being shared in this manner.

 

3.1.7.      Any advice or support offer by Arch Law or Wilson Wright may be via email or by way of an initial free consultation. If you subsequently instruct Arch Law or Wilson Wright to act on your behalf, they will engage with you under their own terms of business (including charging any fees that may apply). For the avoidance of doubt, we do not accept any responsibility or liability whatsoever in respect of the advice or services provided by Arch Law or Wilson Wright. We are not involved in or a party to the dealings between you and Arch Law or Wilson Wright and any disputes or claims you have are with and against them directly. We do not control and are not liable to or responsible for the quality, accuracy, lawfulness or availability of the advice or services offered by Arch Law or Wilson Wright and we shall have no responsibility or liability to you whatsoever in that regard.

 

3.1.8.     We shall use reasonable endeavours to provide you with access to the Platform, save for during any period during which we are undertaking maintenance, updates or any other work to the Platform. ThePlatform shall be provided on an “as is” basis with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.

4.     WHAT WE WILL NOT DO

 

4.1.       For the avoidance of doubt:

 

4.1.1.     TheServices do not include promoting you to potential investors or Non-ExecutiveDirectors or providing any assistance in facilitating any transactions or arrangements between you and potential investors or Non-Executive Directors beyond hosting (and, where relevant, approving) promotional material on the Platform –we may make Introductions to potential investors or Non-Executive Directors, but it is entirely up to you to promote your business to investors andNon-Executive Directors and to seek investment from them or to enter into contractual arrangements with them.

 

4.1.2.     We will not receive or transmit any funds in relation to transactions that following an introduction to Companies or their Representatives, and we will not take any steps to assist in the completion of the transaction (such as, but not limited to completing application forms or issuing share certificates).

 

4.1.3.      You acknowledge that whilst we will use reasonable endeavours to provide theServices, you acknowledge that we are not responsible for providing Successful InvestorIntroductions or Successful NED Introductions and do not provide any assurance or guarantee that the Services or Platform will lead to Successful InvestorIntroductions or Successful NED Introductions.

 

4.1.4.       You acknowledge that our business activity includes providing the Services and the Platform and that we are not a marketing services provider, law firm or tax adviser.

 

4.1.5.       We do not commit to any minimum or periodic time commitment in respect of the Services and the provision of Services is subject to the availability of our staff members and the knowledge and contacts which they possess.

 

4.1.6.        You acknowledge and agree to use the Legal Services on the express understanding that we are not a law firm and we do not provide you with legal advice. The Questionnaires we publish and any ensuing Contracts generated are not a substitute for legal advice and are published for general information purposes only. You are solely responsible for the content, preparation, accuracy and review of any materials prepared via the use of the Legal Services and your reliance thereon. If you need assistance in completing or editing any Contract for your purposes, or advice on its suitability for your circumstances, you should consult a suitably qualified legal or other professional adviser. Professional or specialist advice should always be sought before taking any action on the basis of any information provided via the Legal Services.

 

4.1.7.         You assume sole risk and responsibility for results obtained from the use of theLegal Services and from any actions taken or decisions made based on the information contained in or generated by the Legal Services. We do not warrant or represent that the information, material or services supplied via the Legal Services will be delivered free of inaccuracies, interruptions, delays, omissions or errors.We shall have no liability for any loss suffered by you as a result of any errors or omissions in a Contract, or for any damage caused by errors or omissions in any information or instructions provided to us or via the Platform by you in connection with the Legal Services, or any actions taken by us at your direction. 

 

4.1.8.        You acknowledge that our Questionnaires and Contracts are made available to you on the Platform on the basis that they are not drafted by us or our employees specially for use by you. We are not a party to any Contract generated via the Platform. Any Contracts you generate via the Platform are used by you at your sole risk and it is your responsibility to ensure they reflect your requirements. We make no warranties, representations or guarantees that any Contract will be fit for its intended purpose, of satisfactory quality, suitable for your needs or appropriate, accurate, complete, up-to-date or legally compliant for your particular use or specific requirements.

 

4.1.9.         We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

 

SCHEDULE 2 – FEES

1.       FEES

 

1.1.        You agree to pay to us the Subscription Fee and the Investor Introduction Fee (the “Fees”).

 

1.2.       You shall pay to us the annual subscription fee (the “Subscription Fee”) of:

 

1.2.1.     £375 + VAT per annum if you opt for basic membership of our Platform; or

 

1.2.2.    £600 + VAT per annum if you opt for membership of our Platform including Connectd Legal; or

 

1.2.3.    an additional supplementary pro-rated portion of £250 + VAT to reflect the remaining duration of the current term of your annual subscription for existing members of our Platform who wish to upgrade their basic membership to include Connectd Legal. By way of example, if you have 6 months remaining of your Platform membership, you pay an extra £125 + VAT to have access to the Connectd Legal.

 

1.3.       You shall pay to us a fee of 5% of the total equity investment made by the potential investor in respect of each Successful Investor Introduction or Successful Secondary Investor Introduction (the “Investor Introduction Fee”).

 

1.4.       If a Successful Investor Introduction leads to an investment that is to be paid in instalments, you shall pay the Investor IntroductionFees in respect of each respective instalment regardless of whether the instalment is in the Introduction Fee Period, provided that the first instalment falls within the Introduction Fee Period.

 

1.5.       Notwithstanding paragraph 1.4, if a Successful Introduction leads to multiple investments that are not linked, the Investor Introduction Fee shall only be payable in respect of those within the Introduction Fee Period.

 

 

2.       PAYMENT DATE

 

2.1.       The Fees shall become due and payable on the following dates:

 

2.1.1.     the Subscription Fee is due and payable on each anniversary of the Effective Date or, where that date is not a Business Day, on the next Business Day following that date;

 

2.1.2.    the Investor Introduction Fee becomes due and payable on the date that you receive any funds relating to the relevant Successful Investor Introduction or Successful Secondary Investor Introduction.


Venture Builder and Helping Hand Programme Client Engagement

 

1.1 The Client appoints Connectd to provide it with services as set out in Clause 1.1.1 and 1.1.2, in consideration for which the Client shall grant Connectd the rights set out in these terms. The Client agrees that Connectd has been retained on a non-exclusive basis to provide the Services.

1.1.1.    Helping Hand Programme as outlined on the Connectd website

1.1.2.    Venture Builder Programme as outlined on the Connectd website

1.2 Connectd agrees, in exchange for the agreed consideration, to provide the Services for an initial minimum one-year term (the “Term”). All rights accrued up to the point of termination will continue in force following termination, including obligations to pay Investor Introduction Fees (as defined below) in accordance with clause 4.

1.3 The Term shall auto-renew for consecutive terms of the same length unless either party provides 60 days’ notice in advance not to renew.

1.4 Connectd accepts the appointment and shall use all reasonable endeavours to provide the Services:

(i) in a timely, professional and communicative manner; and

(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company providing advisory and consultancy services to companies in its industry; and

(iii) in compliance with all applicable law and regulations.

1.5 Connectd’s Services do not include providing financial or tax advice, and the Client is responsible for obtaining its own independent financial or tax advice for its business, including without limitation in respect of one-to-one or group consultations, provision of documents or making introductions. Connectd provides the Services to support the Client’s progress but does not provide any warranty or guarantee that the Client will successfully obtain an investment offer or conclude an investment agreement.

1.6 In addition to these terms, your use of the Connectd online platform as part of the Services is governed by the Connectd platform Founder Terms and Conditions.

 

CLIENT OBLIGATIONS

2.1 The Client agrees to Connectd’s appointment and the terms of this engagement, and shall use allreasonable endeavours to work with Connectd:

(i)        in a timely, professional and communicative manner;

(ii)         with a degree of skill, care, and prudence as would reasonably be expected from a professional company receivingthe Services; and

(iv)        in compliance with all applicable law and regulations.

2.2 The Client agrees that it will assist Connectd in its provision of the Services including through:

(i)        granting access to, and providing, such information and assistance as Connectd may reasonably require from time to time to enable it to provide the Services (and requiring that its employees, agents and sub-contractors do the same);

(ii)        keeping Connectd informed within a reasonable period of developments or proposals in relation to the Client and/or its operations that may affect the provision of the Services by Connectd; and

(iii)       ensuring that, save as disclosed,information provided to Connectd in connection with its business is complete and accurate in all material respects and ensuring that information obtained from external sources is obtained without breach of any obligation of confidentiality.

2.3 In respect of clause 2.2 (iii), if during the Term, the Client subsequently discovers something which renders any such information untrue, unfair, inaccurate or misleading, it will notify Connectd without delay.  Connectd is entitled to rely upon all information supplied to it by or on behalf of the Client and shall not be responsible for the accuracy or completeness of, or have any obligation to verify, the same. The Client is responsible for providing Connectd with accurate information with regards to documentation being prepared by Connectd. If information changes or is inaccurate it is the responsibility of the Client to adapt documentation.

2.4 The Client must provide Connectd with details and attend scheduled calls and meetings about its business to enable Connectd to prepare the documentation in a timely and collaborative manner on an ongoing basis. The Client is aware that delays will cause a delay in delivering the Services.

2.5 The Client accept sresponsibility for the ongoing development and growth of its business and the outcome of its fundraising efforts, and for properly communicating and cooperating with Connectd. Whilst Connectd may provide expertise, knowledge and skill in delivery of the Services in accordance with clause 2, Connectd enters into these terms on the understanding that the Client (acting by its founder(s)) will be solely responsible for pitching to investors, securing investment commitments and closing investment deals to the best of its abilities.

2.6 If included in the relevant programme, Connectd will begin work on documentation within the scope of the Services as requested by the Client. Documents will be produced concurrently and rely on collaboration and information provided by the Client.

2.7 Consultations will be built around business metrics and shall act as a support, guide and progress checking meeting. However, the content of monthly consultations shall not constitute professional advice (whether financial, tax, legal or otherwise). Responsibility for the fundraising process sits solely with theClient and there is no guarantee of successfully raising funds.

2.8 Upon entering into these terms, the Client agrees to comply with all of the provisions of clause 4 in respect of Investor Introduction Fees due to Connectd.

2.9 The Client understands that Connectd provides no minimum or periodic time commitment in respect of the Services and that provision of Services is subject to availability of its staff members on reasonable notice, and the knowledge and networks which they possess. Connectd will not be held liable or responsible in any way in whole or in part or as otherwise agreed where any potential liability or responsibility arises wholly or partly as a result of the Client’s breach or breaches of this clause 2.

 

PAYMENT OF FEES

3.1 In exchange for the Services, the Client agrees to pay the fees relating to the Venture Builder or Helping Hand Programmes agreed with the Client in writing, at the timings and frequencies agreed upon.

3.2 Where fees are payable monthly, the Client understands that by enrolling onto the VentureBuilder or Helping Hand Programmes, it is committed to paying the full contract fee, except where (a) Connectd has ended this agreement, or (b) where Connectd is in material breach of these terms. Where Connectd is unable to provide theServices due to the fault, inaction of the Client or the Client failing to remain in contact with Connectd, then Connectd shall remain entitled to the full contract fee.

3.3 Connectd shall be entitled to charge interest on overdue payments at the prevailing statutory rates from time to time. 

3.4 If the client terminates the contract before the term end and any of the Services outlined in Clauses 3.4.1, 3.4.2 or 3.4.3 below, where agreed up onto be delivered by Connectd, a penalty fee will be required upon cancellation.If a customer terminates their contract before collateral has been delivered the full price of that service, will need to be paid upfront. These fees are outlined below:

3.4.1    Company Valuation Assessment. Regular price.

· £900.00 Tax exc.

· £1,080.00 Tax inc.

3.4.2    FinancialModel Development. Regular price.

· £1,300.00 Tax exc.

· £1,560.00 Tax inc.

 

3.4.3    PitchDeck Development. Regular price.

· £1,300.00 Tax exc.

· £1,560.00 Tax inc.

 

 

INVESTOR INTRODUCTION FEES

The following definitions apply to this section and Agreement generally:

Introduction”means connecting the Client to an investor or Representative of a potential investor either (i) by passing on the investor’s or Representative’s contact details to the Client after having briefed the investor or Representative, or(iii) in writing (including email), by phone or in person (and “Introduce” and “Introduces” shall be interpreted accordingly);

IntroductionDate” means the date on which Connectd first Introduces the investor and/or Representative to the Client;

IntroductionPeriod” means three years from the Introduction Date, irrespective of whether such period ends before or after the date of termination or expiry of this agreement;

Investment”means any equity injection of capital into the Company or any member of itsGroup or any of its affiliates or clients. Where the terms of an investment contemplate amounts being paid in tranches (including on different terms, for example where there is an advanced subscription), the Investment will include all tranches for the purposes of this agreement.

Representative”means an employee, officer, intermediary, agent or representative of a person;

4.1 The Client agrees that, in exchange for Connectd makingIntroductions to potential investors or their Representatives, that it will pay to us a fee of 5% of the total equity investment received by the Client or any member of its Group from investors during the Introduction Period, where Connectd has Introduced the relevant investor or a Representative of the relevant investor to the Client (“InvestorIntroduction Fees”).

4.2 Investor Introduction Fees due in accordance with clause 4.1will be calculated and due in accordance with Investor Introduction Fees, plusVAT.

4.3 Investor Introduction Fees will become due as soon as theClient receives the applicable Investment and the Client agrees to pay them within no later than 14 days from the date the Investment is received. TheClient undertakes to notify Connectd as soon as any Investment is received, and keep it regularly updated throughout the Investment process. The Client agrees that any failure to do so may give rise to an action against it in damages, which may include but shall not be limited to claims for the Investor IntroductionFee, compensation for all Connectd time committed to the Client which had previously not been charged at its then current day rates, damages for breachof contract, injunctive or equitable relief and applicable statutory interest.

4.4 If an Investment is to be paid in instalments, Connectd will receive the Investor Introduction Fees in the same proportions as the Company receivesthe applicable Investment, and the calculations will be made in accordance with clause 4.2 based on the Investment total.

4.5 If multiple Investments are completed by the same Investor, the Investor Introduction Fees will only apply so long as the Investments occurduring the Introduction Period.

4.6 If either party gives notice to terminate this agreement, then all rights accrued by Connectd in delivery of the applicable Services will survive termination, and Investor Introduction Fees will remain due in respect of all applicable Investments secured following Introductions during theIntroduction Period.

4.7 The Client shall at all times act in good faith towards Connectd and not act against Connectd’s financial interests or engage in any activity that may have a direct or indirect effect of reducing artificially any payments due to Connectd under this agreement or which may have the effect of circumventing or negating Connectd’s right or entitlement to them. For this purpose, it does not matter which corporate entity receives the Investment, or whether the Investment is specifically used towards the Client’s then current brand.

4.8 All sums payable under this agreement shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required bylaw. If any deduction or withholding is required by law, then the Client shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by Connectd equals the full amount which would have been received by it had no such deduction or withholding been required.

4.9 Connectd may make Introductions to potential investors (or their Representatives) so that they can then seek out and bring together other potential investors for the purpose of making an Investment in the Client either together or independently (“SecondaryInvestors”). The parties agree that the intention is that the terms relating to Introductions and Investor Introduction Fees in this agreement will apply equally to any Investment obtained from SecondaryInvestors, as well as the principal investors. For example, Connectd mayIntroduce the Client to a potential investor (such as an independent investor or corporate finance institution) which brings in other financial institutions to join the transaction, and in this case, Investments received from both the original potential investor and the financial institution will be covered by the Investor Introduction Fees terms of this agreement.

4.10 The Client shall provide Connectd with a copy of each applicable Investment agreement and any applicable ancillary documents whichinclude reference to further Investment and payment schedules, no later than 14days after the relevant agreement is completed. Any failure to notify Connectdof completion or take other action to circumvent or avoid payment of fees to Connectd will result in Connectd being entitled to charge and invoice for x3the amount which would have been due.

4.11 These terms do not obligate the Client to accept any offer of any kind from any potential investor, and the Client may refuse to conclude any transaction with a potential investor for any reason in the Client’s solediscretion. Investor Introduction Fees will only be payable on Investment amounts received.

 

TERM AND TERMINATION

5.1 This agreement shall last for the Term and any extension thereof, terms of which shall be mutually agreed in writing.

· Either party may immediately terminate this agreement if:

 

(i) the other party commits a serious or repeated breach of any of its obligations hereunder and such breach is not capable of remedy or, if capable of remedy, such breach continues un-remedied for thirty (30) days after written notice is given to the other party requiring a remedy; 

(ii) the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts oris unable to pay its debts as they fall due;

(iii) an order is made, a petition is filed, or a resolution is passed for the winding up of theo ther party (other than voluntarily for the purpose of solvent amalgamation orre-construction);

(iv) an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business (or notice to appoint such a person is given, or any entity becomes entitled to appoint such a person);

(v) the other party commences negotiations, or makes any composition, with its creditors or takes or suffers any similar or analogous action in consequence of debt;

(vi) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets; or

(vii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses ii to vi (inclusive),

5.3 Any termination shall be without prejudice to the rights of any of the parties accrued as at the date of termination, and terms which naturally survive termination (such as but not limited those relating to Investor Introduction Fees, confidentiality,intellectual property and data protection).

 

WARRANTIES

6.1 Each party represents and warrants to the other party that:

(i) it is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation;

(ii) it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this agreement(and any other agreements to be entered into in connection with this agreement);

(iii) the execution, delivery and performance of this agreement has been properly authorised by it and does not, and shall not contravene anyexisting law applicable to it; or breach the terms of its constitutional documents.

6.2 The Client further warrants to Connectd that:

(i) it will act honestly, reasonably and diligently in all respects when receiving the Services and communicating with Connectd;

(ii) the share capital of the Client is as stated on the public register at Companies House;

(iii) the Client will comply in all respects with all provisions of this agreement, in particular section 4 (compensation);

(iv) all Intellectual Property which is, or is likely to be, material to the Client, is (or in the case of applications, will be) legallyand beneficially vested exclusively in the Client, is valid and enforceable and not subject to any claims of opposition from any third party;

(v) the Client is not aware of any intellectual property infringement claims in relation to any of the Client’s intellectual property,or which allege the Client is breaching any third party’s intellectual property rights;

(vi) the Client is not involved in any actual or pending litigation or disputes affecting the Client or the Brand and is not aware ofany circumstances which may lead to any such proceedings or dispute;

(vii) the Client has no material liabilities that have not been disclosed;

(viii) the Client is not in breach of any statutory obligations in relation to the Company’s business and operations;

(xi) the Client has not granted any security over its assets to any third party; and 

(x) the Client is not in default of any agreement to which it is a party, or a party to any unusually onerous or long term agreements which could involve a material obligation or liability which has not been disclosed.

 

DISPUTES

7.1 If a question, dispute or difference arises between Connectdand the Client in relation to this agreement then either party may notify the other of such question, dispute or difference with a view to an amicable discussion about and resolution of such question, dispute or difference. If, following such notification, such resolution is not found within 7days then either party may pursue such action as it deems fit in accordance with applicable law.

 

CONFIDENTIALITY

8.1 Each party agrees to keep all information relating to these terms and each party’s businesses, and will ensure that its respective employees and agents, and those of its Group companies, do the same. Keeping the information confidential includes not using it for purposes beyond what this agreement sets out, or generally to the detriment of the other party.

8.2 Section 8.1 will not apply where disclosures are made:

(i) to their professional advisors;

(ii) with written consent of the other parties;

(iii) when required by law, a law enforcement agency, a tax authority, a governmental or regulatory authority or similar; or

(iv) in relation to clearly and obviously non-confidential information, particularly where the information is already in the publicdomain.

8.3 Neither party may use the other party’s confidential information for any purpose other than performing its obligations pursuant to these terms, and each party shall take all reasonable steps to ensure that the confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms. 

 

INTELLECTUAL PROPERTY

IntellectualProperty” means: (a) all intellectual property rights world wide arising under statutory or common law or by contract including patents, rights in registered and unregistered trademarks and trade dress, rights in registered and unregistered designs, trade, business and company names, internet domain names and email addresses, copyright (including moral rights), database rights, rights in software, knowhow, secret formulae and processes, lists of suppliers and customers and other confidential and proprietary knowledge and information; and (b) all applications and rights to apply for the registration of intellectual property rights anywhere in the world.

9.1 All Intellectual Property rights in any work delivered by Connectd specifically for the Client shall, subject to receipt of all due consideration from the Client under or in relation to this agreement, be assigned to the Client on delivery, subject to payment of all agreed fees.

9.2 The Client acknowledges that Connectd generates materials for general use within its business and/or with other clients, which materials are protected by copyright owned by Connectd or its licensors.  The Client shall gain a non-exclusive right to use certain of such materials, as agreed with Connectd from time to time, under licence but shall not gain any other rights to or interest in such materials unless specifically agreed by Connectd in writing. Connectd reserves the right to withdraw, recall or modify any such materials at any time on demand after the Term.

9.3 The Client retains all Intellectual Property in its own brand and business generally, and nothing in this agreement is intended to or willt ransfer any such Intellectual Property.

 

COMPLIANCE

10.1 Each party shall comply with the Data Protection Act 2018(DPA) and the EU General Data Protection Regulation (GDPR) (together, the DataProtection Legislation) when processing personal data. Both parties will ensure that any disclosure of Personal Data (as defined in the Data ProtectionLegislation) to the other party is compliant with the Data ProtectionLegislation. Connectd will process Personal Data pursuant to written instructions of the Client only and will keep all Personal Data secure whilst in its possession and shall at the Client's instruction permanently delete thePersonal Data.

10.2 Each party will ensure that it or any of its staff consent to(i) the other party making their personal information available to those who provide products or services to them such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of any part of that party’s business; and (ii) the transfer of such information to the that party’s business contacts outside the European Economic Area.

10.3 Each party shall:

(i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;

(ii) not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and

(iii) promptly report to the other party any request or demand for, or offer of, any undue financial or other advantage of any kind in connection with the performance of these terms.

 

LIABILITY

11.1 Connectd shall not be liable for any loss or damage in excess of 100% of the total sums paid to it under this agreement in the 12 months preceding the claim, except where it may not lawfully exclude or limit liability (such as for fraud, or death or personal injury arising out of its negligence). Connectd will not be liable for any matters occurring beyond its reasonable control, such as relating to the Client securing investment.

11.2 Where Connectd makes an Introduction, Connectd makes no representation or warranty as to the nature of the party which it hasIntroduced to the Client. Connectd is under no obligation to vet or investigate any potential investor, and will never be responsible or liable for any relationship of any sort which then forms between the Client, any member of itsGroup and any potential investor or Representative. The Client and all third parties make their own independent judgments, and the Client agrees that it is required to undertake its own due diligence before entering into any relationships with third parties.

11.3 The Client agrees to indemnify and hold Connectd harmless for any loss incurred by it (including reasonable professional fees) as a result of the Client’s breach of these terms, including without limitation breach of any warranty, any act of dishonesty or attempted circumvention, any breach of a third party’s Intellectual Property rights, or any action which could impose any liability on Connectd.

11.4 Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury caused by its negligence.

11.5 Each party undertakes to act in good faith towards the other in respect of the Connectd Investor Introduction Fees and this arrangement generally.

 

GOVERNING LAW

12.1 These terms and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these heads of terms or its subject matter.

12.2 Before resorting to the courts system, the parties will attempt to resolve any dispute or disagreement amicably between them in accordance with clause 7.

 

OTHER LEGAL TERMS

13.1 This is an agreement between the parties and only they can enforce it, although the Client agrees it can be enforced against another member of the Client’s Group where an Introduction Fee is due from it.

13.2 These terms represent the entire agreement between the parties in relation to the subject matter hereof and supersedes any previous agreement or representation whether written or oral made by either party.

13.3 We may amend this Agreement at any time and the amendments will take effect two months after we have provided you with written notice of the amendments.

13.4 If any part of any provision of these terms are deemed invalid or unenforceable, that will not affect the validity or enforceability of the remainder of such provision or of any other provision.

13.5 No release, delay or waiver by one party in favour of the other of any part of any of its rights will be binding unless given in writing(including email).  Any binding release, delay or waiver will be confined to the specific circumstances in which it is given; not affect any other enforcement of the same right or the enforcement of any other rights available in these terms; and be revocable at any time in writing.

13.6 The Client agrees that Connectd may refer to the Client byname and/or use any logo or other trade mark of the Client in its advertising and promotional material, with prior written permission from the Client, and vice versa.

13.7 Connectd shall act as independent contractor.  Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party or authorise any party to make or enter into any commitments for or on behalf of the other party. Connectd may, at its discretion, perform its obligations through any employee, agent or subcontractor, with prior written permission from the Client.

13.8 Any notice shall be in writing and be delivered by hand, by courier using an internationally-recognised courier company or by email to an address previously notified to the other party in writing.  A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, or at the time stated on the courier’s receipt if by courier, or at the time of successful transmission if by email, provided that where delivery occurs after 5.30pm on a working day in the place of receipt, notice shall be deemed to have been received at 9.00am on the next following business day in the place of receipt.

13.9 Corporate definitions:

Group:  in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (it's holding company) and any other Subsidiaries of any such holding company; and each company in a Group is a member of the Group. Unless the context other wise requires, the 

application of the definition of Group to any company at any time shall apply to the company as it is at that time.

Subsidiary:  in relation to a company wherever incorporated (the holding company), any other company in which the holding company (or a person acting on its behalf) directly or indirectly holds or controls either:

(a) a majority of the voting rights exercisable at general meetings of the company; or

(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of thec ompany,

and any company which is aSubsidiary of another company is also a Subsidiary of that company’s holding company. 

 

Website Use Policy


What's in these terms?

This acceptable use policy sets out the content standards that apply when you upload content to our site, make contact with other users on our site, link to our site, or interact with our site in any other way.


Who we are and how to contact us

https://connectd.co is a site operated by LinkExec Ltd trading as Connectd (“We”). We are registered in England and Wales under company number 12280705 and have our  registered office at LinkExec Ltd, First Floor Thavies Inn House, 3-4 Holborn Circus, London, United Kingdom, EC1N 2HA. Our main trading address is 18 Finsbury Square, London EC2A 1AH. Our VAT number is 341178906.

We are a limited company.

To contact us, please email info@connectd.co or telephone our customer service line on 02030702814


By using our site you accept these terms

By using our site, you confirm that you accept the terms of this policy and that you agree to comply with them. If you do not agree to these terms, you must not use our site. We recommend that you print a copy of these terms for future reference.


There are other terms that may apply to you

Our Terms of website use also apply to your use of our site.


We may make changes to the terms of this policy

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 28.08.22.


Prohibited uses

You may use our site only for lawful purposes.  You may not use our site:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To bully, insult, intimidate or humiliate any person.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.


You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use see terms & conditions.
  • Not to access without authority, interfere with, damage or disrupt:
  • any part of our site;
  • any equipment or network on which our site is stored; 
  • any software used in the provision of our site; or 
  • any equipment or network or software owned or used by any third party.


Interactive services

We may from time to time provide interactive services on our site, including, without limitation:

Features such as instant messaging, chat rooms, forums or bulletin boards or those that allow users to contribute content and/or communicate between users. 

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The site is not intended for children and we do not knowingly collect data relating to children.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not fool proof. Minors who are using any interactive service should be made aware of the potential risks to them. 

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it. 

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

Connectd will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

  • Be accurate (where it states facts).
  • Be genuinely held (where it states opinions).
  • Comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

  • Be defamatory of any person.
  • Be obscene, offensive, hateful or inflammatory.
  • Bully, insult, intimidate or humiliate.
  • Promote sexually explicit material.
  • Include child sexual abuse material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal content or activity.
  • Be in contempt of court.
  • Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person.
  • Give the impression that the Contribution emanates from Connectd, if this is not the case.
  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
  • Contain any advertising or promote any services or web links to other sites.

Breach of this policy

When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.  

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our site.
  • Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

How this contract can be transferred

We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect your rights under these terms.

Which country's laws apply to any disputes?

If you are a business, the terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.


Website Terms & Conditions


PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

What's in these terms?

These terms tell you the rules for using our website https://connectd.co/  (our site).

Click on the links below to go straight to more information on each area:

  • Who we are and how to contact us
  • By using our site you accept these terms
  • There are other terms that may apply to you 
  • We may make changes to these terms 
  • We may make changes to our site 
  • We may suspend or withdraw our site 
  • We may transfer this agreement to someone else 
  • Our site is only for users in [England OR the UK] 
  • You must keep your account details safe 
  • How you may use material on our site 
  • Do not rely on information on our site 
  • We are not responsible for websites we link to 
  • User-generated content is not approved by us
  • How to complain about content uploaded by other users 
  • Our responsibility for loss or damage suffered by you 
  • Exclusion of liability for digital content 
  • How we may use your personal information 
  • Uploading content to our site
  • Rights you are giving us to use material you upload
  • We are not responsible for viruses and you must not introduce them 
  • Rules about linking to our site 
  • Which country's laws apply to any disputes?
  • Our trade marks are registered

Who we are and how to contact us

https://connectd.co/ is a site operated by LinkExec Ltd trading as Connectd  ("We"). We are registered in England and Wales under company number 12280705 and have our registered office at LinkExec Ltd, First Floor Thavies Inn House, 3-4 Holborn Circus, London, United Kingdom, EC1N 2HA. Our main trading address is 18 Finsbury Square, Finsbury, London EC2A 1AH. Our VAT number is 341178906. 

To contact us, please email: info@connectd.co or telephone our customer service line on 0203 070 2814.

By using our site you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

  • Our Privacy Policy.  See further under How we may use your personal information.
  • Our Acceptable Use Policy which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
  • Our Cookie Policy, which sets out information about the cookies on our site.

If you purchase goods or services from our site, our Terms and conditions will apply to the sales.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 23rd July 2021.

We may make changes to our site

We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities.

We may suspend or withdraw our site

Our site connectd.co is made available free of charge. Users with a paid subscription can login at app.connectd.co/login. 

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. If we consider that the user doesn’t match our criteria for accessing the site we may refund the user and withdraw access and refuse any and all current or future access of all or any part of our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

Our site is only for users in England and Wales 

Our site is directed to people residing in England and Wales. We do not represent that content available on or through our site is appropriate for use or available in other locations.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@connectd.co or use live chat on the Site .

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it by Connectd. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, using a feature that allows users to upload content to our site, or to make contact with other users of our site,  . This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

How to complain about content uploaded by other users

If you wish to complain about content uploaded by other users, please contact us at info@connectd.co

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
  • Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products or services to you, which will be set out in our Terms and conditions of supply.

If you are a business user:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  • use of, or inability to use, our site; or
  • use of or reliance on any content displayed on our site.
  • In particular, we will not be liable for:
  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

How we may use your personal information

We will only use your personal information as set out in our privacy policy.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

We do not store terrorist content.

Rights you are giving us to use material you upload

When you upload or post content to our site, you grant us the following rights to use that content:

  • a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service to expire when the user deletes the content from the site 
  • a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content for their purposes OR [in accordance with the functionality of the site] to expire when the user deletes the content from the site 

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact info@connectd.co.

Which country's laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

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