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 ofBusiness, you will not be able to subscribe to the Services.
part a – INTERPRETATION, COMMENCEMENT AND OUR RELATIONSHIP
1.1. These Terms of Business, its Schedules, and anydocuments referred to in these Terms of Business (which are incorporated byreference) 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 legalresponsibilities (the “Agreement”).
1.2. Subject as provided in clause 1.3 or where the context otherwise demands, words and phrasesdefined 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 meaningswhen used in this Agreement:
means your online account for the Platform created following your successful On-Boarding;
means the Agreement as defined in clause 1.1 as amended from time to time in accordance with clause 17.1;
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;
has the meaning set out in the FCA Handbook;
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;
means the hours between 09:00 and 17:00 (GMT) on a Business Day;
has the meaning set out in clause 21.1;
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, regulations, regulatory guidance and regulatory requirements from time to time;
means the date on which you apply on the Platform to complete On-Boarding;
has the same meaning as in the FCA Handbook;
means the Financial Conduct Authority or any successor body;
means the FCA's Handbook of Rules and Guidance as amended from time to time;
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;
has the meaning set out in clause 8;
means the United Kingdom General Data Protection Regulation (EU) 2016/679 (Retained EU Legislation);
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;
means the Insolvency Act 1986;
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;
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;
has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” when referring to Non-Executive Directors shall be construed accordingly;
means a director who is not a full or part-time employee of a company or holder of an executive office;
means the on-boarding process as set out in clause 2.3;
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;
has the meaning set out in clause 4.2
has the same meaning as in the FCA Handbook;
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;
means an employee, officer, intermediary, agent or delegate of a person;
“Secondary Investor Introduction”
has the meaning set out in Schedule 1;
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, theFCA Rules and any other rules, regulations or laws shall be to such statutes,FCA Rules, rules, regulations and laws as modified, amended, restated orreplaced from time to time.
1.5. A reference to a statute or statutory provisionshall include all subordinate legislation made as at the date of this Agreementunder that statute or statutory provision.
1.6. References to clauses and schedules arereferences to the clauses and schedules of and to this Agreement unlessotherwise stated.
1.7. Headings in this Agreement are for convenienceonly and shall not affect the interpretation of this Agreement.
1.8. A personincludes a natural person, corporate or unincorporated body (whether or nothaving separate legal personality) and that person’s personal representatives,successors and permitted assigns.
1.9. References importing the singular shall includethe plural, and the masculine the feminine and neuter, and vice versa in allcases.
1.10. The expression deal, dealing, dealt, dealings and so on shall include all forms of contact or responseto contact.
1.11. A reference to writing or written includesemail.
1.12. Any words following the terms including, include, in particular, for example or any similar expressionshall 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 orimplied reference to your act, omission or activity includes anything done on yourbehalf of or as your agent, or with your ostensible authority.
2. COMMENCEMENT AND on-boarding
2.1. This Agreement shall commence on the EffectiveDate 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 inaccordance 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 anAccount 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 keepsuch 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 duringOn-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 acondition 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 forany 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 makesuch a determination.
2.9. You may hold a single Account only and anyattempt by you to create an additiomnal Account on the Platform shall result inyour 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 toinstruct us, you agree to do so in accordance with the terms of these Terms ofBusiness, unless we both agree otherwise in writing.
2.12. These Terms of Business replace any terms ofbusiness or any other agreement that we may have previously agreed with you.
3. THE PLATFORM
The Platform isoperated by us and enables persons who have successfully completed investoronboarding and wish to subscribe for Equity Shares in private limited companiesto be introduced through the Platform to private limited companies that wish tobe introduced to investors with a view to the investor subscribing for EquityShares. The Platform also enables persons who have successfully completed non-executivedirector onboarding and wish to become Non-Executive Directors of companies tobe introduced to the Platform to such companies with a view to becomingNon-Executive Directors of those companies. The Platform also enables you tocomplete questionnaires to facilitate the generation of auto-populating andcustomised legal document templates to help protect your business and support yourlegal needs.
3.1. We shall publish instructions on the use andaccessibility of the Platform by its users. You shall not permit any personother than your employees and officers to access the Platform and in the eventthat you do, you shall be fully responsible for all actions taken on thePlatform by that person and we shall not be liable for any loss that may resultas a result of such unauthorised access.
3.2. You shall notify us if you suspect that yourlog-in details for the Platform have been compromised. If we receive suchnotification or determine that your log-in details for the Platform have beencompromised, we shall suspend your access to the Platform.
3.3. You may hold a single Account only and anyattempt by you to create an additional Account on the Platform shall result inyour Account and these Terms of Business being terminated.
3.4. Your Account shall not be transferrable.
3.5. Youshall not post, transmit, display or share information on the Platform that youdo not own or have permission to post, transmit, display or share. You shallnot access all or any part of the Services or Platform (or any documentationprovided via the Services or Platform) in order to build a product or servicewhich competes with the Services or Platform, or otherwise use the Services or Platformto provide services to third parties.
3.6. Exceptfor approved financial promotions for the purposes of the requirements ofsection 21 of FSMA and the FCA Rules, we shall not be responsible for anyinformation posted, transmitted, displayed or shared by you on the Platform andyou shall indemnify us against all losses, damages or costs arising from anysuch information being posted, transmitted, displayed or shared on thePlatform.
3.7. Whencommunicating 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 toinfringe the intellectual property rights of any other party, or infringeanother 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 toa third party including, but not limited to, contractual duties and duties ofconfidence. We may remove any information from the Platform that we considerabusive, 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 unlawfulor fraudulent, or to knowingly send, upload, or in any other way transmit datathat contains any form of virus or other malware, or any other code designed toadversely affect computer hardware, software, or data of any kind.
3.8. We maydecline to approve, including declining approval for the purposes of section 21of FSMA, any information you submit for inclusion on the Platform at our solediscretion and without providing any reason.
3.9. We mayremove or amend any information on the Platform from time to time without anyreference to you.
3.10. Whereany information or content is submitted by you for approval for inclusion onthe Platform, we will determine, at our sole discretion, whether it requiresapproval as a financial promotion in accordance with the FCA Rules, and we willmake the decision as to what is required to satisfy relevant regulatoryrequirements.
3.11. We donot warrant, verify or otherwise endorse the content or accuracy of anyinformation posted, transmitted, displayed or shared on the Platform and youagree to conduct your own due diligence as you deem necessary to verify theaccuracy 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 ontothe 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 informationyou have uploaded to the Platform at any time.
4.1. LinkExecLimited trading as Connectd is a company incorporated and registered under thelaws of England and Wales with company registration number 12280705 and whoseregistered address is First Floor 5 Fleet Place, London, United Kingdom EC4M7RD.
4.2. We are an Appointed Representative (with firmreference 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. Ourdetails 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 theavoidance of doubt, these Terms of Business shall continue to apply if any ofour company name, FCA firm reference number or company registration numberchange, however you will be notified if any of these details change.
4.5. You shall not become a customer or client ofours for the purposes of the FCA Rules until such time as we provide you withthe Services, following which you will be categorised as a “retail” client forthe purposes of the FCA Rules unless we notify you otherwise. You have theright to request an alternative categorisation but we are not obliged to agreeto it.
4.6. Unless otherwise confirmed in writing, we willtreat you only as our client and will have no liability to any other personthat you may appoint as your agent, intermediary or fiduciary (whether or notthe existence or identity of such person has been disclosed to us) and yourobligations to us shall not be reduced in any way by you appointing any suchperson.
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 orrecommendations with respect to any aspect of transactions or advice inrelation to tax, accounting, regulatory or legal matters (including sanctions)and you should take separate advice as you consider necessary regarding suchmatters.
4.9. This Agreement is supplied in English and allnotices and communications between you and us (including documentation) shallbe in English.
5.1. Nothing in this Agreement shall preclude us fromcommitting to similar agreements with other persons.
6.2. If you make a complaint in accordance withparagraph 6.1 that arises from the Regulated Activities carried on by us indelivering the Services, and it is not resolved to your satisfaction, if yousatisfy the eligibility criteria, you may be entitled to complain to theFinancial Ombudsman Service. The Financial Ombudsman Service’s address isExchange Tower, London E14 9SR, and its website ishttp://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
7.1. The Services to be provided by us under this Agreementare specified in Schedule 1.
7.2. In certain circumstances we may act for and oweduties of care to other parties which may conflict with the duties of care weowe to you, in which case we will advise you of this so you are aware of anypossible conflict of interest. Pleaserefer to clause 13 in Part D of these Terms of Business for more information on howwe 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 bankaccount details specified in Schedule 2 by BACS transfer or to such other bankaccount details that we have provided you with reasonable written notice of.
8.3. You must pay our fees no later than 30 days fromthe date the fee becomes due and payable unless we otherwise notify you inwriting. You agree to pay interest to us at 3% above the base rate of the Bankof England from time to time on all sums not paid by the due date, in each caseuntil, but excluding, the date of actual payment.
8.4. You agree to pay interest to us at the interestrate specified in clause 8.3 after as well as before judgment. All such interest shall accrue on aday-to-day basis and be calculated on the basis of a 365-day year and interestshall be compounded on a quarterly basis.
8.5. Any sum we pay to you will, whether this isstated explicitly or not, include any applicable VAT or other tax or duty andwe 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 statedto include VAT or any other tax or duty, but if it is not so stated, and VAT orsuch 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 anyliability of yours to us against any liability we owe to you, whether eitherliability is present or future, liquidated or unliquidated, and whether or noteither liability arises under this Agreement. You may not for any purpose set off any sum we owe or allegedly owe to youagainst 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 termof 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 undertakeand agree to:
9.1.1. notify us as soon as reasonably practicable whenyou intend a transaction to occur that is likely to cause an InvestorIntroduction or Secondary Investor Introduction becoming a Successful InvestorIntroduction and provide us with the heads of terms of the transaction,including the proposed value of the investment and date of investment;
9.1.2. only proceed with transactions that are a resultof an Investor Introduction or Secondary Investor Introduction where thetransaction will directly result in the Investor making an investment in yourEquity Shares. You will not acceptany other form of investment (whether by means of debt, equity or otherwise)from nor issue any other instruments (whether debt, equity or otherwise) toinvestors introduced to you as a result of an Investor Introduction orSecondary Investor Introduction;
9.1.3. notify us as soon as reasonably practicable and within 5 Business Days of an Investor Introduction orSecondary Investor Introduction becoming a Successful Investor Introduction andprovide us with a copy of the Relevant Contract within 10 Business Days of an InvestorIntroduction becoming a Successful Investor Introduction;
9.1.4. not proceed with any transaction that is aresult of an Investor Introduction or Secondary Investor Introduction unless wehave confirmed our agreement in writing to you that you may proceed with thetransaction;
9.1.5. comply with all requirements, policies andprocedures reasonably imposed by us, such as financial promotions checklistsand 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 iscomplete, fair and accurate and includes (but is not limited to):
220.127.116.11. confirmation that your share capital is asstated on the public register at Companies House;
18.104.22.168. confirmation that all intellectual propertywhich is, or is likely to be, material to you or your business, is (or in thecase of applications, will be) legally and beneficially vested exclusively in you,is valid and enforceable and not subject to any claims of opposition from anythird party;
22.214.171.124. details of any intellectual propertyinfringement claims in relation to any of your intellectual property, or whichallege you are breaching any third party’s intellectual property rights;
126.96.36.199. details of any actual or pending litigation ordisputes affecting you or your business or brand and details of anycircumstances which may lead to any such proceedings or dispute;
188.8.131.52. details of all material liabilities;
184.108.40.206. details of any security over its assets to anythird party;
220.127.116.11. details of any agreement to which you are aparty in relation to which you are in default, details of any agreement towhich you are a party and which has any unusually onerous terms and details ofany agreements of significant duration which could involve a materialobligation or liability;
18.104.22.168. details of any circumstance in which you are,have been or might be in breach of the Applicable Laws;
22.214.171.124. any other information or documents that werequest during Onboarding or at any other time that these Terms of Business arein force.
9.1.9. notify us as soon as reasonably practicable on youbecoming 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 onyou becoming aware that any of the events listed in clauses 19.4.2to 19.4.8have occurred;
9.1.12. act in accordance with the Applicable Laws;
9.1.13. provide us with all reasonable assistance as wemay reasonably require in a timely manner; and
9.1.14. submit any information that you wish to beincluded on the Platform for our approval (which may include, where (at oursole discretion) we determine it is required, approval by the Principal for thepurposes of section 21 of FSMA) and not to distribute such information topotential investors or Non-Executive Directors until we have provided therequired approval.
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 iscomplete and accurate, in particular any and all information which might bearupon fitness, propriety and/or suitability for investment by investors or toappoint Non-Executive Directors, and you agree to provide any furtherinformation properly required by applicable law or regulation and will notifyus forthwith if there is any material change in any such information provided;
10.1.3. you are a UK private limited company that hasthe full power and authority to enter into this Agreement and perform theobligations under it and doing so will not conflict with any laws applicable toyou or other existing obligations and all governmental, regulatory and otherconsents required have been obtained by you and you shall (and shall use allreasonable endeavours to procure that any relevant third party shall) promptlyexecute and deliver such documents and perform such acts as we may reasonablyrequire 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 acontractual arrangement to appoint individuals as Non-Executive Directors;
10.1.6. that you will promptly give (or procure to begiven) to us any such information and assistance as we may reasonably requireto enable us to assist with or achieve compliance with any FCA Rules or anyother of our obligations; and
10.1.7. to inform us as soon as reasonably practicableif you cease to be a UK private limited company or cease to be legally entitledto offer Equity Shares to investors.
11.1. You shall not, for the duration of thisAgreement, or for a period of 24 Calendar Months following the termination ofthis Agreement:
11.1.1. attempt to induce, solicit or entice any personto leave their employment with us or to stop providing that person’s servicesto us; or
11.1.2. attempt to induce, solicit or entice away from usor approach or have any dealings with any person that was a client of ours atthe date of termination or in the 12 Calendar Months prior to termination witha view to entering into a business relationship with that person;
11.1.3. employ or engage or otherwise facilitate theemployment or engagement of any employee of ours or anyone that providesservices to us, whether or not such person would be in breach of contract as aresult 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 inconjunction with, any firm, company or person.
11.3. Without prejudice to any other right or remedyavailable to us, you acknowledge that damages alone will not be an adequateremedy for breach of this clause 11and agree that an injunction may be an appropriate remedy.
PART D - GENERAL
12.1. You agree with us (for ourselves and as trusteefor our directors, partners, officers and employees) that you shall indemnifyand 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 damagesustained or suffered, or alleged to have been sustained or suffered, by anyperson by reason of the negligence, wilful default or bad faith of or breach ofthis Agreement by you or any of your directors, partners, employees or agents.
12.2. In this clause 12references to claims or demands shall include references to costs and expenses (includingbut not limited to any and all legal costs and our own administrative costs) arisingfrom, or incidental to, the negligence, wilful default or bad faith of orbreach of this Agreement by you and in particular the costs of investigatingand 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 usany sum due under this indemnity, and it will immediately constitute a debt forthe 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 inrespect 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 informationprovided by you or any misrepresentation or wilful misconduct or any other actof another person.
12.5. We shall be entitled to assume that anyinformation provided to us and any directions or instructions communicated tous by you or on your behalf, or which appear to be properly communicated to usby you or on your behalf, are accurate, complete and properly authorised by youand, in performing the Services, we shall be entitled to rely on suchinformation, direction or instruction and we shall not be liable in respect ofanything done or suffered to be done by you in accordance with any suchinformation, direction or instructions.
12.6. We shall not be liable for any indirect,consequential, special or punitive loss, damage, cost or expense, unforeseeablelosses or damages, loss of profit, loss of business, lost or wasted managementtime or time of other employees, loss of reputation, depletion of goodwill orloss, damage or corruption of data.
12.7. Our aggregate liability to you under thisAgreement shall be limited to no more than the Fees received by us under theAgreement.
12.8. Nothing in this Agreement shall limit ourliability for personal injury or death, fraud or any other liability theexclusion or limitation of which is not permitted by applicable law orregulation, in particular any duty or liability we mayhave to you under the regulatory system.
13. CONFLICTS OF INTEREST
13.1. We, the Principal or any other third partyappointed by us provide a number of services to a range of clients. There maybe times when there is a conflict (or potential conflict) between our interestsand the duties another of these parties owes to a client, or a conflict betweenthe differing interests of two or more clients that we owe a duty to.
13.2. We always aim to treat you fairly and avoidconflicts of interest. We will always seek to avoid placing ourselves in aposition where our interests, or our duty to another party, prevent us fromdischarging our duty to you.
13.3. We have taken steps to prevent, and minimise andmanage conflicts of interest in accordance with FCA Rules, full details ofwhich are set out in our conflicts of interest policy, which you can request acopy of at any time by contacting us at: email@example.com. We have developedand apply comprehensive conflict management policies and procedures. These are designed to prevent any conflictsof interest adversely affecting or compromising your interests. However, insome cases, where we cannot be reasonably confident that we can prevent therisk of damage to your interests, we will discuss this with you. If you haveany concerns in relation to conflicts of interests, please contact us.
14. DATA PROTECTION
14.1. We shall retain any personal information andrecords in accordance with the privacy notice issued on the Platform.
14.2. In this clause 14:
14.2.1. “PersonalData” means any information relating to an identified or identifiablenatural person; an identifiable natural person is one who can be identified,directly or indirectly, in particular by reference to an identifier such as aname, an identification number, location data, an online identifier or to oneor 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 bodywhich, alone or jointly with others, determines the purposes and means of theprocessing of Personal Data;
14.2.3. “Process”or “Processing” means any operationor 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 otherwisemaking 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 thesame meaning as in the Data Protection Laws.
14.3. We shall process all personal data in accordancewith 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 actas a separate and independent Controller in relation to the Personal Data whichthey Process pursuant to this Agreement.
14.5. In the performance of this Agreement, each ofthe 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”) maytransfer or disclose Personal Data to the other party (the “Recipient”).
14.7. Where acting as a Discloser, each partywarrants, undertakes and confirms that:
14.7.1. it is not and will not be, subject to anyprohibition or restriction which would restrict or otherwise affect its abilityto disclose or transfer contact details and other relevant Personal Datarelating to customers and/or potential customers;
14.7.2. any such disclosure or transfer will not giverise to any breach of any provision of the Data Protection Laws, any duty ofconfidentiality, any intellectual property rights of a third party or anycontractual obligation on its part;
14.7.3. it will only disclose the Personal Data for oneor more purposes which are consistent with the terms of this Agreement (otherthan to comply with a requirement of any applicable law to which a party issubject) (the “Purposes”);
14.7.4. it will take all steps reasonably appropriate toprovide a fair processing notice to those Data Subject(s) whose personal dataare 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 authorisationsrequired to permit the disclosure of such Personal Data to the Recipient forthe Purposes.
14.8. Where acting as a Recipient, each party shallcomply with applicable Data Protection Laws and, without limitation to theforegoing:
14.8.1. put in place and maintain appropriate technicaland organisational measures to protect the Personal Data against unauthorisedor unlawful Processing or accidental destruction, loss or damage;
14.8.2. have adequate security programmes and proceduresto ensure that only authorised personnel have access to Personal Data and thatany persons authorised to have access to Personal Data shall respect andmaintain all due confidentiality;
14.8.3. only Process the Personal Data for the Purposes;
14.8.4. not Process Personal Data for longer than isnecessary to carry out the Purposes (other than to comply with a requirement ofapplicable law to which the Recipient is subject); and
14.8.5. notify the Discloser without undue delayfollowing any Personal Data Breach involving the Personal Data and each partyshall co-operate with the other, to the extent reasonably requested, inrelation to any notifications to Supervisory Authorities or to Data Subjectswhich are required following a Personal Data Breach involving the PersonalData.
14.9. Each party shall co-operate with the other, tothe 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 Subjectconcerning the Processing of their Personal Data; and
14.9.3. any communication from a Supervisory Authorityconcerning the Processing of Personal Data or compliance with the DataProtection Laws.
14.10. Each party shall:
14.10.1. implement appropriate technical andorganisational measures to ensure a level of security appropriate to the riskand shall take all measures required pursuant to Article 32 of GDPR;
14.10.2. take reasonable steps to ensure the reliabilityof any employee, agent or contractor who may have access to Personal Data,ensuring in each case that access is strictly limited to those individuals whoneed to access Personal Data, as strictly necessary in the context of thePurposes, ensuring that all such individuals are subject to confidentialityundertakings or professional or statutory obligations of confidentiality;
14.10.3. promptly notify the other party on receiving arequest from a Data Subject under any Data Protection Laws in respect ofPersonal Data relating to the Services, including requests by a Data Subject toexercise 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 partyto comply with the exercise of Chapter III Rights by a Data Subject and/or tocomply with any assessment, enquiry, notice or investigation under any DataProtection Laws in respect of the Personal Data or this Agreement;
14.10.5. notify the other party immediately upon becomingaware of or reasonably suspecting a Personal Data Breach in connection with theServices and, unless clause
14.10.6 applies, provide the other party at the time of originalnotification with sufficient information which allows the other party to meet anyobligations to report a Personal Data Breach under the Data Protection Laws,such notification including as a minimum a description of:
126.96.36.199. the nature of the Personal Data Breach, thecategories and numbers of Data Subjects concerned, and the categories andnumbers of Personal Data records concerned;
188.8.131.52. the likely consequences of the Personal DataBreach; and
184.108.40.206. the measures taken or proposed to be taken toaddress the Personal Data Breach.
14.10.6. if at the time of making the originalnotification described in clause 14.10.5, the party making thenotification does not have available to it all of the information set out inclauses 220.127.116.11 to 18.104.22.168, the party making thenotification shall include in the notification such information as it has availableat that time, and then shall provide the further information set out in clauses22.214.171.124 to 126.96.36.199 as soon as possible;
14.10.7. cooperate with the other party and take suchreasonable commercial steps as are directed by that party to assist in theinvestigation, mitigation and remediation of each Personal Data Breach inconnection with the Services;
14.10.8. in the event of a Personal Data Breach affectingthe other party, not inform any third party without first obtaining the other party’sprior written consent, unless notification is required by any applicable legalor regulatory requirement to which the party is subject, in which case the partyshall, to the extent permitted by such law, inform the other party of thatlegal requirement, provide the other party with a copy of the proposednotification and consider any comments made by the other party before notifyingthe Personal Data Breach;
14.10.9. provide reasonable assistance to the other partywith any data protection impact assessments which are required under Article 35of GDPR and with any prior consultations to any Supervisory Authority of each partywhich are required under Article 36 of GDPR in relation to the processing ofthe Personal Data in connection with the Services and taking into account thenature of the processing and information available to that party;
14.10.10. not (and procure that any sub-processors shallnot) under any circumstances transfer Personal Data outside the United Kingdomor European Economic Area unless authorised in writing by the other party to doso.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. We (or our licensors) will retain all ownership,title, copyright and other intellectual property rights in all materialsdeveloped, designed or created by us before or during the provision of servicesto you including systems, methodologies, software, know-how, questionnaires,templates, legal documents and working papers. We will also retain allownership, title, copyright and other intellectual property rights in allreports, 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 thosematerials, but only for the purposes for which they were created under thisagreement and only for as long as these Terms of Business remain in force. Ourstatus as the owner and author of the materials on the Platform (or that ofidentified licensors, as appropriate) must always be acknowledged. The licencegranted to you does not give you any rights in those materials (including anymaterial that we may licence from third parties).
15.2. Youshall not copy, modify rent, sell, publish, republish, share, broadcast,license, lease, transfer, assign, distribute, display, store, disclose, reverse engineer,decompileor disassemble, or otherwise commercially exploit any documentation, questionnaires,templates, legal documents or other materials we provide to you or makeavailable on the Platform, except as expressly authorised by this Agreement. You shall notuse the Platform or the materials on it to create any derivative works (except tothe extent expressly permitted by us) or competitive products, or allow anythird parties to access, use or benefit from the Platform or materials on it inany way.
15.3. You agree that you will be solely responsiblefor any content submitted to the Platform (“User Content”).Specifically, you agree, represent, and warrant that you have the right tosubmit the User Content and that all such User Content will comply with ouracceptable use standards in clause 3.7. You agree that you will be liable to usand will, to the fullest extent permissible by law, indemnify us for any breachof the warranties in this clause.
15.4. You retain ownership of your User Content andall intellectual property rights subsisting therein. When you submit UserContent 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, preparederivative works from, display, perform and sub-licence your User Content forthe 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 withany or all of our rights and obligations under this Agreement.
16.2. This Agreement is personal to you and you shallnot assign, transfer, mortgage, charge, subcontract, delegate, declare a trustover or deal in any other manner with any of its rights and obligations under thisAgreement.
16.3. A person who is not a party to this Agreementmay not enforce any of the terms of this Agreement under the Contracts (Rightsof Third Parties) Act 1999 but this does not affect any right or remedy of athird party which exists or is available other than under such Act.
17.1. Any notice or other communications given to usunder or in connection with this Agreement shall be in writing and shall bedelivered by hand or by pre-paid first-class post or other next working daydelivery service or email to the following addresses (unless specifiedotherwise by notice):
Address: First Floor, 5 Fleet Place, London, UnitedKingdom, EC4M 7RD
17.2. Any notice or other communications given to youunder or in connection with this Agreement shall be in writing and shall bedelivered by hand or by pre-paid first-class post or other next working day deliveryservice or email to the addresses you provide to us during On-Boarding (unlessspecified otherwise by notice).
17.3. Any notice or communication shall be deemed tohave been received:
17.3.1. if delivered by hand, on signature of a deliveryreceipt;
17.3.2. if sent by pre-paid first-class post or othernext working day delivery service, at 9.00 am on the second Business Day afterposting; 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, whenBusiness Hours resume.
17.4. This clause does not apply to the service of anyproceedings or other documents in any legal action or, where applicable, anyarbitration or other method of dispute resolution.
18.1. Except where clauses 18.2 and 18.3 apply, we may amend this Agreement at any time and theamendments will take effect two months after we have provided you with writtennotice of the amendments.
18.2. Notwithstanding clause 18.1, we may amend the Schedulesto these Terms of Business atany time and the amendments will take effect 5 Business Days after we haveprovided 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 soby any Applicable Law, the FCA or the Principal and the amendments will takeeffect immediately on providing you with written notice of the amendments.
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 remedyavailable to it, either you or we may terminate this Agreement after theInitial Term on each anniversary of the Effective Date by providing threemonths’ 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 duringthe notice period.
19.4. Notwithstanding the provisions of clauses 19.1,and without affecting any other right or remedy available to it, either you orus may terminate this Agreement with immediate effect by providing writtennotice to the other party if:
19.4.1. either you or us have reasonable grounds forsuspecting that the other party or its employees have committed fraud or havebeen dishonest;
19.4.2. the other party has committed a material breachof a material term of this Agreement that is not capable of being remedied;
19.4.3. the other party has committed a material breachof a material term of this Agreement that is capable of being remedied but hasfailed to remedy that breach after 30 days of the other party providing writtennotice particularising the breach;
19.4.4. we are no longer appointed as an AppointedRepresentative and are no longer able to carry out the Services;
19.4.5. the other party takes any step or action inconnection with its entering administration, provisional liquidation or anycomposition or arrangement with its creditors (other than in relation to asolvent restructuring), applying to court for or obtaining a moratorium underPart A1 of the IA 1986, being wound up (whether voluntarily or by order of thecourt, unless for the purpose of a solvent restructuring), having a receiverappointed to any of its assets or ceasing to carry on business;
19.4.6. the other party suspends, or threatens tosuspend, or ceases or threatens to cease to carry on all or a substantial partof its business or (being a company or limited liability partnership) is deemedunable to pay its debts within the meaning of section 123 of the IA 1986 as ifthe words "it is proved to the satisfaction of the court" did notappear 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 ofso 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, withrespect to the other party in any jurisdiction to which it is subject that hasan 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 anyaccrued rights, existing commitments or any contractual provision intended tosurvive termination; and
20.1.2. without penalty or other additional payment savethat, within 7 Business Days of termination, you shall be obliged to pay anysum that is due and outstanding under this Agreement to us at the date oftermination
20.2. The following clauses shall remain in full forceand 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.
21.1. In this clause, Confidential Information means any information (however recorded orpreserved) 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 otherparty.
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 thisAgreement) in relation to the customers, business or assets of the other party orany member of the other party’s Groups, as a consequence of the negotiationsrelating to this Agreement or any other agreement or document referred to inthis Agreement or the performance of this Agreement or any other agreement ordocument referred to in this Agreement; or
21.1.3. relates to the contents of this Agreement (orany agreement or document referred to in this Agreement or agreement orarrangement 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 thepublic (other than as a result of its disclosure in breach of this Agreement);
21.2.2. a party to this Agreement can establish to thereasonable satisfaction of the other party to which the information relatesthat it found out the information from a person not connected with the other partyor its Group and that such person is not under any obligation of confidence inrespect of the information;
21.2.3. a party to this Agreement can establish to thereasonable satisfaction of the other party to which the information relatesthat 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 ofthe 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 timeskeep confidential (and use all reasonable endeavours to ensure that itsemployees, agents, subsidiaries, and the employees and agents of suchsubsidiaries shall keep confidential) any Confidential Information and shallnot use such Confidential Information except for the purpose of exercising orperforming 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’sprofessional Advisors where such disclosure is for a purpose related to theoperation of this Agreement;
21.3.2. with the written consent of such of the party orany member of its Group that the information relates to;
21.3.3. we may disclose Confidential Information to thePrincipal;
21.3.4. as may be required by law or by the rules of anyrecognised stock exchange, or governmental or other regulatory authority or bya court or other authority of competent jurisdiction, provided that, to theextent it is legally permitted to do so, it gives the other party as muchnotice of such disclosure as possible and, where notice of disclosure is notprohibited and is given in accordance with this clause, it takes into accountthe reasonable requests of the other party in relation to the content of suchdisclosure;
21.3.5. a party to this Agreement may, provided it hasreasonable grounds to believe that the other party is involved in activity thatmay constitute a criminal offence under the Bribery Act 2010, discloseConfidential Information to the Serious Fraud Office without first informingthe 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 (andshall use all reasonable endeavours to procure that any subsidiary shallinform) any officer, employee or agent or any professional Advisor advising itin relation to the matters referred to in this Agreement, or to whom itprovides Confidential Information, that such information is confidential andshall require them:
21.4.1. to keep it confidential; and
21.4.2. not to disclose it to any third party (otherthan those persons to whom it has already been disclosed in accordance with theterms of this Agreement).
21.5. On termination of this Agreement, each party tothis Agreement shall (and shall use all reasonable endeavours to procure thatits subsidiaries, and its officers and employees and those of its subsidiariesshall):
21.5.1. return to the other parties all documents andmaterials (and any copies) containing, reflecting, incorporating or based onthe 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 (tothe 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 theextent 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 shallexecute all deeds or documents (including any power of attorney) and do allsuch other things that may be required from time to time for the purpose ofgiving effect to the terms of this Agreement and the transactions contemplatedby it.
23. ENTIRE AGREEMENT AND RELATIONSHIP
23.1. This Agreement constitutes the entire agreementand understanding of the parties to this Agreement and supersede any previous agreementsbetween the parties relating to the subject matter of this Agreement.
23.2. Each of the parties to this Agreementacknowledges and agrees that in entering into this Agreement it does not relyon, 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 excludeany liability for fraud.
23.3. Nothing in this Agreement (or any of thearrangements contemplated by it) shall be deemed to create a partnershipbetween the parties or to imply that the relationship between you and us isthat of employer and employee or agent and principal.
24.1. Each of the parties shall pay the costs andexpenses incurred by it in connection with negotiating and entering into this Agreement.
24.2. No failure to exercise or delay in exercisingany right or remedy under this Agreement shall constitute a waiver of that orany other right or remedy and no single or partial exercise of any right orremedy under this Agreement shall preclude or restrict any further exercise ofsuch right or remedy. The rights and remedies contained in this Agreement arecumulative and not exclusive of any rights and remedies provided by law.
24.3. If any term or provision in this Agreement shallin whole or in part be held to any extent to be illegal or unenforceable underany enactment or rule of law, that term or provision or part shall to thatextent be deemed not to form part of the Agreement and the enforceability ofthe remainder of this Agreement shall not be affected.
25. GOVERNING LAW
25.1. This Agreement and any dispute or claim arisingout of or in connection with it or its subject matter or formation (includingnon-contractual disputes or claims) shall be governed by and construed in accordancewith English law and the parties irrevocably submit to the exclusive jurisdictionof the English courts.
25.2. This Agreement is also subject to the FCA Rulesand 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 anyprocess in any legal action or proceedings arising out of or in connection withthis Agreement being served on them in accordance with the provisions of thisAgreement relating to service of communications. Nothing contained in this Agreementshall 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 toyou (the “Services”).
1. THE INVESTOR SERVICES THAT WE WILL PROVIDE TO YOU
1.1. We will provide you with the following investorservices (the “Investor Services”):
1.1.1. We will make Introductions of potential investorsor their Representatives to you via the Platform with a view to the potentialinvestor subscribing for your Equity Shares (“Investor Introductions”).
1.1.2. The potential investors (or theirRepresentatives) who are introduced to you as a result of InvestorIntroductions may (at their sole discretion) introduce you to further potentialinvestors with a view to those investors subscribing for shares in your EquityShares (“Secondary Investor Introductions”). For the avoidance of doubt,we do not accept any responsibility or liability whatsoever in respect ofSecondary Investor Introductions.
1.1.3. By making an Introduction, we will perform thefirst step in arranging deals in investments, which is an activity regulated bythe FCA. However, please note that our activities are limited to those set outin this paragraph 1of Schedule 1 and read paragraph 4carefully, which sets out some of the activities that we will not perform.
1.1.4. We shall use reasonable endeavours to provideyou with access to the Platform, save for any period during which we areundertaking maintenance, updates or any other work to the Platform. ThePlatform shall be provided on an “as is” basis with no warranty, express orimplied, of any kind. We expressly disclaim any and all warranties andconditions, including, but not limited to, any implied warranty ofmerchantability, fitness for a particular purpose, availability, security,title and/or non-infringement.
1.1.5. We shall provide information about our various additionalservices 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-executivedirector services to you (the “NED Services”):
2.1.1. We will make Introductions of individuals to youvia the Platform with a view to you negotiating with the individual to become aNon-Executive Director of the Company (“NED Introductions”).
2.1.2. We shall use reasonable endeavours to provideyou with access to the Platform, save for during any period during which we areundertaking maintenance, updates or any other work to the Platform. ThePlatform shall be provided on an “as is” basis with no warranty, express orimplied, of any kind. We expressly disclaim any and all warranties and conditions,including, but not limited to, any implied warranty of merchantability, fitnessfor a particular purpose, availability, security, title and/ornon-infringement.
2.1.3. We shall provide information about our variousadditional services to help inform you what additional services you would liketo purchase.
2.2. For the avoidance of doubt, none of the NEDServices constitute Regulated Activities and, therefore, you will not obtainrights to complain to the Financial Ombudsman Service or claim compensation fromthe Financial Services Compensation Scheme.
3. THE LEGAL SERVICES THAT WE WILL PROVIDE TOYOU
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 areadvertised 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 usvia email at firstname.lastname@example.org you require support or have any questions about the Questionnaires or the Legal Services generally. We shall use reasonable endeavours to respond toany support requests within reasonable timescales during Business Hours onBusiness 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 islegal 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 (“WilsonWright”). By submitting any support request via our helpdesk, you expressly consent to your request and personal data being shared in thismanner.
3.1.7. Anyadvice or support offer by Arch Law or Wilson Wright may be via email or by wayof an initial free consultation. If you subsequently instruct Arch Law orWilson Wright to act on your behalf, they will engage with you under their ownterms of business (including charging any fees that may apply). For theavoidance of doubt, we do not accept any responsibility or liabilitywhatsoever in respect of the advice or services provided by Arch Law or Wilson Wright. We are not involved in or a party to thedealings between you and Arch Law or Wilson Wright and any disputes or claimsyou have are with and against them directly. We do not control and are notliable to or responsible for the quality, accuracy, lawfulness or availabilityof the advice or services offered by Arch Law or Wilson Wright and we shallhave no responsibility or liability to you whatsoever in that regard.
3.1.8. We shall use reasonable endeavours to provideyou with access to the Platform, save for during any period during which we areundertaking maintenance, updates or any other work to the Platform. ThePlatform shall be provided on an “as is” basis with no warranty, express orimplied, of any kind. We expressly disclaim any and all warranties andconditions, including, but not limited to, any implied warranty ofmerchantability, fitness for a particular purpose, availability, security,title and/or non-infringement.
4. WHATWE WILL NOT DO
4.1. For theavoidance 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 orarrangements between you and potential investors or Non-Executive Directors beyondhosting (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 intocontractual 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 limitedto completing application forms or issuing share certificates).
4.1.3. Youacknowledge 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 assuranceor guarantee that the Services or Platform will lead to Successful InvestorIntroductions or Successful NED Introductions.
4.1.4. Youacknowledge that our business activity includes providing the Services and thePlatform and that we are not a marketing services provider, law firm or taxadviser.
4.1.5. We donot commit to any minimum or periodic time commitment in respect of theServices and the provision of Services is subject to the availability of ourstaff members and the knowledge and contacts which they possess.
4.1.6. Youacknowledge and agree to use the Legal Services on the express understandingthat we are not a law firm and we do not provide you with legal advice. TheQuestionnaires we publish and any ensuing Contracts generated are not asubstitute for legal advice and are published for general information purposesonly. Youare solely responsible for the content, preparation, accuracy and review of anymaterials 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 asuitably qualified legal or other professional adviser. Professional orspecialist advice should always be sought before taking any action on the basisof any information provided via the Legal Services.
4.1.7. Youassume sole risk and responsibility for results obtained from the use of theLegal Services and from any actions taken or decisions made based on the informationcontained in or generated by the Legal Services. We do not warrant or representthat the information, material or services supplied via the Legal Services willbe delivered free of inaccuracies, interruptions, delays, omissions or errors.We shall have no liability for any loss suffered by you as a result of anyerrors or omissions in a Contract, or for any damage caused by errors oromissions in any information or instructions provided to us or via the Platformby you in connection with the Legal Services, or any actions taken by us atyour direction.
4.1.8. Youacknowledge that our Questionnaires and Contracts are made available to you onthe Platform on the basis that they are not drafted by us or our employeesspecially for use by you. We are not a party to any Contract generated via thePlatform. Any Contracts you generate via the Platform are used by you at yoursole risk and it is your responsibility to ensure they reflect yourrequirements. We make no warranties, representations or guarantees that anyContract will be fit for its intended purpose, of satisfactory quality,suitable for your needs or appropriate, accurate, complete, up-to-date orlegally compliant for your particular use or specific requirements.
4.1.9. Weneither assume nor accept responsibility or liability arising out of anydisruption or non-availability of the Platform resulting from external causesincluding, but not limited to, ISP equipment failure, host equipment failure,communications network failure, natural events, acts of war, or legalrestrictions and censorship.
SCHEDULE 2 – FEES
1.1. You agree to pay to us the Subscription Fee and theInvestor Introduction Fee (the “Fees”).
1.2. You shall pay to us the annual subscription fee(the “Subscription Fee”) of:
1.2.1. £350 + VAT per annum if you opt for basicmembership of our Platform; or
1.2.2. £600 + VAT per annum if you opt for membershipof 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 annualsubscription for existing members of our Platform who wish to upgrade their basicmembership to include Connectd Legal. By way of example, if you have 6 monthsremaining 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 totalequity investment made by the potential investor in respect of each SuccessfulInvestor Introduction or Successful Secondary Investor Introduction (the “InvestorIntroduction 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 thef ollowing 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 relevantSuccessful Investor Introduction or Successful Secondary Investor Introduction.
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 email@example.com 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.
You may use our site only for lawful purposes. You may not use our site:
You also agree:
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.
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:
A Contribution must not:
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.
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.
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
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: firstname.lastname@example.org or telephone our customer service line on 0203 070 2814.
By using our site you accept these terms
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
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.
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.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at email@example.com 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.
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 firstname.lastname@example.org
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
If you are a business user:
How we may use your personal information
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:
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 email@example.com.
Which country's laws apply to any disputes?