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 make the Platform available to you and provide the Services to you (“you, your”) and contain details of our legal responsibilities (the “Agreement”).
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 18;
“Applicable Laws” means any applicable law or regulation in any relevant jurisdiction where we operate (which has the force of law) and any standard of professional conduct;
“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;
“Candidate” means an individual which we Introduce to you under these terms who you may appoint for yourself and/or your company as a Non-Executive Director, Fractional Executive or any other form of advisor or consultant;
“Candidate Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” when referring to Non-Executive Directors, Fractional Executives or advisors or Candidates generally shall be construed accordingly;
“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 or any other country in which you or we operate, including GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 as amended;
“Effective Date” means the date on which you apply on the Platform to complete On-Boarding;
“Equity Share” means shares comprised in a company’s equity share capital (as defined in section 548 of the Companies Act 2006);
“Extended Term” has the meaning defined in clause 2.2;
“Fees” has the meaning set out in clause 8;
“Fractional Executive” means a part-time executive appointed by an applicable company to provide operational output and/or deliverables;
“GDPR” means the United Kingdom General Data Protection Regulation (EU) 2016/679 (Retained EU Legislation);
“Group” means, 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 otherwise 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;
“IA 1986” means the Insolvency Act 1986;
“Initial Term” means the period from the Effective Date to the end of the applicable agreed Subscription Period;
“Investor Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” when referring to potential investors 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;
“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;
“Subscription Period" means the period of each applicable subscription or membership as set out on the Platform when completing a purchase through the Platform or otherwise;
“Subsidiary” means 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 the company,
and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company;
1.3. 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.
1.4. References to clauses and schedules are references to the clauses and schedules of and to this Agreement unless otherwise stated.
1.5. Headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
1.6. 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.
1.7. References importing the singular shall include the plural, and the masculine the feminine and neuter, and vice versa in all cases.
1.8. The expression deal, dealing, dealt, dealings and so on shall include all forms of contact or response to contact.
1.9. A reference to writing or written includes email.
1.10. 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.
1.11. For the avoidance of doubt, any express or implied reference to your act, omission or activity includes anything done on your behalf or as your agent, or with your ostensible authority.
2. COMMENCEMENT, DURATION 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 (each an “Extended Term”) at the end of the Initial Term and at the end of each Extended Term 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 here.
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 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, 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.
2.7. If we determine that your On-Boarding has been unsuccessful, this Agreement shall terminate on the date that we make such a determination.
2.8. Unless we accept your On-Boarding for more than one business you own, 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 this Agreement being terminated.
2.9. Your Account shall not be transferrable.
2.10. By doing business with us and continuing to use the Platform, you agree to do so in accordance with the terms of these Terms of Business, unless we both agree otherwise in writing.
2.11. 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 (or overseas equivalents) to be introduced through the Platform to private limited companies (or overseas equivalents) 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 or advisor onboarding and wish to become Non-Executive Directors or advisors of companies to be introduced to the Platform to such companies with a view to becoming Non-Executive Directors or advisors 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, as well as giving you access to a metrics/data dashboard and portfolio reporting tools to enable you to communicate with and update investors and keep shareholders up-to-date. We may make updates and changes to our features, functionality and offerings at our sole discretion.
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 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.
3.4. 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 the Platform.
3.5. 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 a way 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.
3.6. We may decline to approve any information you submit for inclusion on the Platform at our sole discretion and without providing any reason.
3.7. We may remove or amend any information on the Platform from time to time without any reference to you.
3.8. 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 the Platform.
3.9. 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 any time.
3.10. 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. LinkExec Limited 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. For the avoidance of doubt, this Agreement shall continue to apply if our company name or company registration number change, however you will be notified if any of these details change.
4.3. 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.
4.4. 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.
4.5. 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
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. For the avoidance of doubt, none of the Services constitute regulated activities for the purposes of section 22 of the Financial Services and Markets Act 2000 and, therefore, you will not obtain rights to complain to the Financial Ombudsman Service or claim compensation from the Financial Services Compensation Scheme.
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 in Schedule 2 as varied from time to time in accordance with clause 18.2.
8.2. Fees payable to us shall be paid by you to us following the instructions to complete payments on the Platform or by such method as we notify to you from time to time when sums are payable, which may include, without limitation, payment by bank transfer following delivery of an invoice, card or direct debit.
If you provide us with your credit card details, you thereby authorise us to bill such credit card on the Effective Date for the Fees payable in respect of the Initial Term and on each anniversary of the Effective Date for the Fees payable in respect of any Extended Term. 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 by law. If any deduction or withholding is required by law, then you shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by us equals the full amount which would have been received by it had no such deduction or withholding been required.
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. comply with all requirements, policies and procedures reasonably imposed by us, such as us requiring all financial promotions are clear, fair and not misleading;
9.1.2. act in good faith towards us;
9.1.3. give us clear instructions;
9.1.4. ensure all information provided to us is complete, fair and accurate and includes (but is not limited to):
9.1.4.1. confirmation that your share capital is as stated on the public register at Companies House (or, where your company is incorporated overseas, such international equivalent body which is responsible for incorporating and maintaining the register of companies in that territory);
9.1.4.2. 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;
9.1.4.3. 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;
9.1.4.4. 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;
9.1.4.5. details of all material liabilities;
9.1.4.6. details of any security over its assets to any third party;
9.1.4.7. 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;
9.1.4.8. details of any circumstance in which you are, have been or might be in breach of the Applicable Laws;
9.1.4.9. any other information or documents that we request during Onboarding or at any other time that this Agreement is in force.
9.1.5. notify us as soon as reasonably practicable on you becoming aware that any information provided to us was unfair, inaccurate, misleading or requires updating;
9.1.6. attending training as reasonably required by us;
9.1.7. notify us as soon as reasonably practicable on you becoming aware that any of the events listed in clauses 19.4.2 to 19.4.7 have occurred;
9.1.8. act in accordance with the Applicable Laws; and
9.1.9. provide us with all reasonable assistance as we may reasonably require in a timely manner.
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 or advisors, 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 limited company (or overseas equivalent) 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 Equity Shares to investors;
10.1.5. that you are legally entitled to enter into a contractual arrangement to appoint individuals as Non-Executive Directors or advisors;
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 of our professional obligations; and
10.1.7. to inform us as soon as reasonably practicable if you cease to be a limited company (or overseas equivalent) 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 11.1 apply 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 11 and agree that an injunction may be an appropriate remedy.
PART D - GENERAL
12. LIABILITY AND INDEMNITY
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 or incurred by us (including reasonable professional fees) in respect of any loss or damage sustained or suffered, or alleged to have been sustained or suffered, by any person, or any action which could impose any liability on us, 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 12 or 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 or anticipated savings, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded.
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 in the 12 months preceding the claim, except where it may not lawfully exclude or limit liability. We will not be liable for any matters occurring beyond our reasonable control, such as relating to you securing investment. or appointing suitable Candidates. Where we make an Introduction, we make no representation or warranty as to the nature of the party which we have Introduced to you. We are under no obligation to vet or investigate any potential investor or Candidate, and will never be responsible or liable for any relationship of any sort which then forms between you, any member of your Group and any potential investor or Representative. or any Candidate. You and all third parties make your/their own independent judgments, and you agree that you are required to undertake your own due diligence before entering into any relationships with third parties.
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.
13. CONFLICTS OF INTEREST
13.1. We 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 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 or wish to request a copy of our conflicts of interest policy, please contact us.
14. DATA PROTECTION AND ANTI-BRIBERY
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 Personal Data, 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. “Data Processor”, “Data Subject”, “Personal Data Breach”, “Special Categories 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 Data Protection 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 Personal Data 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 Personal Data.
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 the Processing 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 Data Protection 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 of Personal 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 Personal Data 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.
14.11 Each party shall:
14.11.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
14.11.2 not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and
14.11.3 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 this Agreement.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. Subject always to clause 15.4 and acknowledging that you retain ownership of all intellectual property rights in your pre-existing proprietary documents, information, items and materials which may be transmitted to the Platform or otherwise used in connection with the Services, 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 this Agreement remains 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 3.5. 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.
15.5 You agree that we may refer to you/your business by name and/or use any logo or other trade mark of yours in our advertising and promotional material with your prior written permission, and vice versa.
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 email address associated with your account, or in our case to the following addresses (unless specified otherwise by notice):
Address: First Floor, 5 Fleet Place, London, United Kingdom, 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 Laws, 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 at least 30 days’ written notice prior to the end of the Initial Term.
19.2. Without affecting any other right or remedy available to it, either you or we may terminate this Agreement after the Initial Term on each anniversary of the Effective Date by providing at least three months’ written notice prior to the end of each Extended Term.
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 we may terminate this Agreement with immediate effect by providing written notice to the other party if:
19.4.1. either you or we 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. 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;
19.4.5. 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;
19.4.6. 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
19.4.7. 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 19.4.4 to 19.4.6.
20. CONSEQUENCES OF TERMINATION
20.1. Termination of this Agreement pursuant to clause 19 shall 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. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect on and after termination of this Agreement, including:
20.2.1. clause 1;
20.2.2. clauses 4 to 6
20.2.3. clause 8;
20.2.4. clauses 10to 17.1;
20.2.5. clauses 20 to 25;
20.2.6. Schedule 2; and
20.2.7. any relevant provisions of the Venture Builder and Helping Hand Programme Client Engagement terms (if applicable).
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 its Group 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 this Agreement 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 this Agreement, 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. 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;
21.3.4. 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, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure; or
21.3.5. 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’ Confidential Information 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 21 shall 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 (including the below client engagement terms relating to our Venture Builder and Helping Hand Programme, where applicable) 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 this Agreement. 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.
24.4 Connectd shall act as independent contractor. Nothing in this Agreement 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 your prior written permission.
25. GOVERNING LAW
25.1. This Agreement and any dispute or claim arising 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. 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. Please note that our activities are limited to those set out in this paragraph 1 of Schedule 1 and read paragraph 5 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 SUPPORT SERVICES THAT WE WILL PROVIDE TO YOU IN RESPECT OF CANDIDATES
2.1. We will provide the following services to you in respect of Candidates and making applicable Introductions (the "Candidate Services”):
2.1.1. We will make Introductions of individual Candidates to you via the Platform with a view to you negotiating with each applicable Candidate to become a Non-Executive Director, Fractional Executive or an advisor to you and/or your company as applicable (“Candidate Introductions”).
2.1.2. Whilst we will make commercially reasonable efforts to make suitable Candidate Introductions using the information you and Candidates have provided to us, we make no warranty for the quality or suitability of Candidates and you will need to conduct your own independent assessments. We will not be party to any service agreements between you and any Candidate(s) and you will be responsible for agreeing commercial and operational terms with them directly, including where Candidate(s) are appointed initially on a pro-bono basis.
2.1.3 Depending on your selected membership with us, you may be entitled to enrol your company in programmes organised by Connectd through which participating Candidates are paired with participating founders and startups in pro-bono board advisory or other support positions for fixed periods. As part of such programmes, we will act as an intermediary to support successful pairings and provide guidance to this end, but we will not be party to any contractual relationships between, you, your company and any Candidate who we have Introduced to you. Once we have made a Candidate Introduction as part of any Connectd programmes, we will not be obligated to provide further Candidate Introductions, including where you are not satisfied with the initial Candidate. However, we will consider requests on a case-by-case basis for replacement Candidate Introductions where we determine in our sole discretion that a Candidate has acted improperly or failed to adhere to agreed principles, and you have otherwise followed these terms.
2.1.4 When participating in any Connectd programme as part of your membership or otherwise, you agree and understand that a Candidate is only able to deliver in their role with your pro-active collaboration and you commit to providing this to ensure that any appointed Candidate has sufficient knowledge of your business on an ongoing basis to enable them to support appropriately.
2.1.5 You agree to adhere to the guidelines of all programmes associated with Candidate Introductions, and that you are solely responsible, with each applicable Candidate, for the success of the professional relationship with them.
2.1.6 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.
2.1.7. We shall provide information about our various additional services to help inform you what additional services you would like to purchase.
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 the Platform 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 Fees 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 the Questionnaires 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 a Contract 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 3.3), 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. 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.
4. THE PORTFOLIO REPORTING SERVICES THAT WE WILL PROVIDE TO YOU
4.1. We will provide you with a metrics/data dashboard and portfolio reporting tools to enable you to communicate with and update investors and keep shareholders up-to-date.
5. WHAT WE WILL NOT DO
5.1. For the avoidance of doubt:
5.1.1. The Services do not include promoting you to potential investors or Candidates or providing any assistance in facilitating any transactions or arrangements between you and potential investors or Candidates beyond hosting promotional material, prepared and supplied to us by you, on the Platform –we may make Introductions to potential investors or Candidates, but it is entirely up to you to promote your business to investors and Candidates and to seek investment from them or to enter into contractual arrangements with them.
5.1.2. We will not receive or transmit any funds in relation to transactions that follow 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).
5.1.3. You acknowledge that whilst we will use reasonable endeavours to provide the Services, you acknowledge that we do not provide any assurance or guarantee that the Services or Platform will lead to successful Investor Introductions or Successful Candidate Introductions.
5.1.4. 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.
5.1.5. 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.
5.1.6. 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.
5.1.7. You assume sole risk and responsibility for results obtained from the use of the Legal 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.
5.1.8. 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.
5.1.9. 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 periodic subscription fees set out here, or as we otherwise communicating to you, depending on which type of membership you opt for (the “Fees”).
2. PAYMENT DATE
2.1. The Fees shall become 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.
Where you also opt for our Venture Builder and/or Helping Hand subscription, the terms set out below (the “VB/HH Terms”) shall apply in addition to the Founder Terms and Conditions above (hereinafter referred to as the “Founder Terms”) and are expressly incorporated. To the extent of any conflict between the VB/HH Terms and the Founder Terms, the VB/HH Terms shall take priority.
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 VB/HH 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 here:
- Full access to the Connectd platform
-Connectd Legals access
-Application for a probono advisor matched to company
-Mock Pitch Demonstration Day Preparation with feedback (1 session with the Connectd team)
-Three subsequent strategic quarterly consultations
-Pitching Demonstration Day to Connectd investors (online)
1.1.2. Venture Builder Programme as outlined here:
-Full access to the Connectd platform
-Connectd Legals access
- Full Collateral Build (Pitch Deck and Financial Model)
-Build your advisory board (4 applications for probono advisors matched to company)
-Monthly consultations about your business strategy with the team
-Business Masterclasses (Sales, Marketing, Tech, Fundraising)
-Demonstration day presenting to Connectd investors
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.
1.3 The Term shall auto-renew for consecutive terms of the same length unless either party provides at least 30 days’ written notice to terminate in advance of the first renewal date, or at least three months’ written notice to terminate in advance of any subsequent renewal date.
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, legal or tax advice, and the Client is responsible for obtaining its own independent financial, legal 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 VB/HH Terms, your use of the Connectd online platform as part of the Services is governed by the Founder Terms.
CLIENT OBLIGATIONS
2.1 The Client agrees to Connectd’s appointment and the terms of this engagement, and shall use all reasonable 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 receiving the 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 accepts responsibility 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) and shall focus solely on business strategy and by no means relate to fundraising. Responsibility for the fundraising process sits solely with the Client and there is no guarantee of successfully raising funds.
2.8 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 Venture Builder 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 the Services 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 or 3.4.2 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 Financial Model Development. Regular price.
· £1,300.00 Tax exc.
· £1,560.00 Tax inc.
3.4.2 Pitch Deck Development. Regular price.
· £1,300.00 Tax exc.
· £1,560.00 Tax inc.
TERM AND TERMINATION
4.1 This agreement shall last for the Term and any extension thereof.
4.2 The termination rights set out in clauses 19.3 to 19.4.7 of the Founder Terms apply equally to Venture Builder and/or Helping Hand subscriptions.
WARRANTIES
5.1 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 any existing law applicable to it; or breach the terms of its constitutional documents.
5.2 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;
(iv) all Intellectual Property which is, or is likely to be, material to the Client, is (or in the case of applications, will be) legally and 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 of any 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.
“Intellectual Property” means: (a) all intellectual property rights worldwide 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.
6.1 All Intellectual Property rights in any work prepared by Connectd specifically for the Client shall be assigned to the Client on delivery, subject to receipt of all agreed fees due in relation to this Agreement from the Client.
6.2 Subject to clauses 6.1 and 6.3 of these VB/HH Terms, the Client acknowledges that Connectd generates materials for general use within its business and/or with other clients, which materials are protected by Intellectual Property rights 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.
6.3 The Client retains all Intellectual Property in its own brand and business generally, as well as in its pre-existing proprietary documents, information, items and materials which may be transmitted to the Platform or otherwise used in connection with the Services, and nothing in this agreement is intended to or will transfer any such Intellectual Property.
