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.
Please note in particular the limitation of liability clause in clause 13 of these Terms of Business.
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 19;
“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;
“Confidential Information” has the meaning set out in clause 22.1;
“Company” means a private limited company (or overseas equivalent) that has been on-boarded onto the Platform;
“Consumer” means a natural person using the Services wholly or mainly for purposes outside their trade, business, craft or profession;
“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 3.2;
“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 a term of one year from the Effective Date;
“Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” shall be construed accordingly;
“On-Boarding” means the on-boarding process as set out in clause 3.4;
“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;
“Services” means the services specified in Schedule 1;
“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. CANCELLATION
2.1. If you are a Consumer, you will have up to 14 days in which to cancel this Agreement from first entering into it. You may cancel by giving notice to us via email at info@connectd.co or in accordance with the notice provisions in clause 18. We reserve the right to defer provision of the Platform to you until the expiration of any cancellation period. Cancellation of this Agreement will have no effect on any investments you have already started or you have made as a result of Introductions through the Platform.
3. COMMENCEMENT, DURATION AND ON-BOARDING
3.1. This Agreement shall commence on the Effective Date and shall continue for the Initial Term unless it is terminated in accordance with clause 20.
3.2. 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 20.
3.3. By using the Platform and in order for us to enable your access to the Platform, you must agree to the terms of this Agreement.
3.4. 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.
3.5. In order to successfully complete On-Boarding, we will usually require you to:
3.5.1. self-certify either as a "high net worth investor", a "self-certified sophisticated investor", or as representing an institutional investor, and in each case you warrant that you will complete any such process requested in full and will do so honestly and accurately to the best of your knowledge and belief (and for the avoidance of doubt, we accept no responsibility or liability for such self-certification or for confirming the same);
3.6. Notwithstanding clause 3.5, by executing this Agreement you warrant to us that you have the experience, expertise and knowledge to make investment decisions and understand the risks associated with communicating with the Companies on the Platform with a view to making your own decision about investments in early-stage businesses and Equity Shares in private limited companies (or overseas equivalents) (for which there is no or only a limited secondary market).
3.7. We reserve the right, in our absolute discretion, to revoke your access to the Platform if we believe that you do not have the experience, expertise or knowledge to make investment decisions and understand the risks associated with the types of business included on the Platform (including, but not limited to, early-stage businesses and non-readily realisable securities).
3.8. You warrant and represent that the information you provide to us for purposes 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.
3.9. 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 absolute discretion, and may use and share information with third party anti-money laundering or identification checking services to perform these checks. 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.
3.10. 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.
3.11. If we determine that your On-Boarding has been unsuccessful, this Agreement shall terminate on the date that we make such a determination in accordance with clause 20.4.
3.12. By doing business with us and continuing to use the Platform, you agree to do so in accordance with these Terms of Business, unless we both agree otherwise in writing.
3.13. These Terms of Business replace any terms of business or any other agreement that we may have previously agreed with you.
4. THE PLATFORM
4.1. The Platform is operated by us and enables persons who have successfully completed On-Boarding and who 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.
4.2. Unless we accept your On-Boarding for more than one account, 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.
4.3. Your Account shall not be transferrable.
4.4. We shall publish instructions on the use and accessibility of the Platform by its users. You shall not permit any other person to access the Platform on your behalf 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 from such unauthorised access.
4.5. 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.
4.6. 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.
4.7. 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.
4.8. We may remove any information from the Platform that we consider abusive, trolling, spam or otherwise inappropriate.
4.9. 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.
4.10. We may, at our sole discretion, choose to verify any information uploaded by you onto the Platform and, at our sole discretion, we may remove or amend any information on the Platform from time to time without any reference to you, including where we consider at our sole discretion that the information is inaccurate or unsuitable for inclusion on the Platform.
4.11. 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.
5. OUR RELATIONSHIP
5.1. 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, EC4M 7RD.
5.2. For the avoidance of doubt, this Agreement shall continue to apply if any of our company name or company registration number change, however you will be notified if any of these details change.
5.3. Unless otherwise confirmed in writing, we will treat you as our sole 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.
5.4. You acknowledge that neither we nor any of our directors, officers, employees or agents gives any warranty as to the performance or profitability of any Company.
5.5. Neither we nor any of our directors, officers, employees or agents shall have any responsibility to ensure that any Company or other investment or transaction is suitable or appropriate for you and you should take your own professional advice on this.
5.6. You acknowledge that we make no representation, warranty or undertaking relating to any claims made by Companies (including but not limited to the tax reliefs attaching to the Equity Shares of any Companies).
5.7. 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.
5.8. This Agreement is supplied in English and all notices and communications between you and us (including documentation) shall be in English.
6. RISK WARNINGS
6.1. You agree to read the risk warnings displayed on the Platform carefully prior to contacting any Company.
6.2. You agree to read the specific risk warnings relating to a Company carefully before contacting any Company. You accept full responsibility, and we expressly disclaim any liability, for the consequences of contact with a Company or their Representatives if you choose to proceed to contact that Company or its Representatives despite such risk warnings.
6.3. You accept and understand that, if you are in any doubt about the risks of an investment, you should seek independent advice from a suitably qualified adviser.
7. NON-EXCLUSIVITY
7.1. Nothing in this Agreement shall preclude us from committing to similar agreements with other persons.
8. COMPLAINTS
8.1. If you are dissatisfied with any aspect of our service, you may send a formal complaint using the following contact details: info@connectd.co.
8.2. 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
9. SERVICES
9.1. The Services to be provided by us under this Agreement are specified in Schedule 1.
9.2. 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 14 in Part D of these Terms of Business for more information on how we will manage potential conflicts of interest.
10. FEES
10.1. There are no fees payable by you for the Services; membership to our investment package is free.
PART C – YOUR OBLIGATIONS
11. YOUR OBLIGATIONS
11.1. During the life of this Agreement, you undertake and agree to:
11.1.1. only make use of any Introductions to invest in the Equity Shares of Companies and you will not make any other form of investment in the Companies (whether by means of debt or otherwise) nor acquire any other instruments (whether debt or otherwise) issued by the Companies;
11.1.2. act in good faith towards us;
11.1.3. give us clear instructions;
11.1.4. ensure all information provided to us is complete, fair and accurate and includes (but is not limited to):
11.1.4.1. your name and any details regarding your investor status;
11.1.4.2. any other information or documents that we request during Onboarding or at any other time that this Agreement is in force.
11.1.5. notify us as soon as reasonably practicable on you becoming aware that any information provided to us was unfair, inaccurate, misleading or requires updating;
11.1.6. notify us as soon as reasonably practicable on you becoming aware that any of the events listed in clauses 20.5.3 to 20.5.17 have occurred;
11.1.7. act in accordance with the Applicable Laws; and
11.1.8. provide us with all reasonable assistance as we may reasonably require in a timely manner.
12. WARRANTIES
12.1. You represent, warrant and undertake that:
12.1.1. you are a natural person who is 18 years of age or over and have 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 entering into this Agreement shall not violate or conflict with any requirements of any Applicable Law or any other contractual restrictions applicable to you;
12.1.2. you will comply with all of the requirements of the Applicable Laws that are applicable to you or your obligations under this Agreement;
12.1.3. 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 or achieve compliance with any of our professional obligations;
12.1.4. you will inform us as soon as reasonably practicable if you cease to be legally entitled to approach Companies offered through the Platform with a view to you engaging in negotiations to subscribe for their Equity Shares;
12.1.5. you are solvent; and
12.1.6. any information which you have provided to us is complete and accurate, and you agree to provide any further information properly required by any Applicable Laws and will notify us forthwith if there is any material change in any such information provided.
PART D - GENERAL
13. LIABILITY AND INDEMNITY
Your liability to us
13.1. If you are a Consumer, you will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach (i.e. a serious breach) of this Agreement.
13.2. If you are not a Consumer, 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 partners or agents. 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 13 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.
13.3. In this clause 13 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.
Our liability to you
13.4. If you are a Consumer, if we fail to comply with this Agreement, we shall be responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. However, the Platform and Services are only for your personal use. If you use our services or Platform for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13.5. If you are not a Consumer:
13.5.1. 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.
13.5.2. 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.
13.5.3. 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.
13.5.4. Our aggregate liability to you under this Agreement shall be limited to no more than £1,000 (one thousand pounds).
13.6. Nothing in this Agreement shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
14. CONFLICTS OF INTEREST
14.1. 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.
14.2. 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.
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.
15. DATA PROTECTION
15.1. In this clause 15 the following words and expressions have the following meanings:
“Article” means an article of the GDPR;
“Data Breach” means a personal data breach affecting the Shared Personal Data or any part thereof;
“Data Protection Law” 1. the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy;
2. the Privacy and Electronic Communication (EC Directive) Regulations 2003; and
3. the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”),
each as amended and updated from time to time;
“Data Subject Request” means a request from a data subject relating to the exercise of his or her legal rights under Data Protection Law in relation to Shared Personal Data;
“Discloser” means you;
“Recipient” means us; and
“Shared Personal Data” means the personal data to be shared by the Discloser under this Agreement.
15.2. The terms “personal data”, “data subject”, “processor”, “controller”, “processing”, “personal data breach”, “pseudonymisation” and “supervisory authority” will have the meanings given them by Data Protection Law. The term “special category data” shall mean the personal data referred to in paragraph 1 of Article 9.
Privacy Notice
15.3. 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.
Shared Personal Data
15.4. Each party shall, when processing Shared Personal Data ensure compliance with Data Protection Law at all times during the Term.
Rights of Data Subjects
15.5. Each party shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the data subjects of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Articles 13 and 14.
15.6. Each party shall provide any information and assistance reasonably required by the other party in order to comply with its obligations in respect of Data Subject Requests.
Transfers
15.7. The Recipient shall not transfer the Shared Personal Data to a third party unless:
15.7.1. it has a written contract in place with such third party imposing conditions on the third party that are at least equivalent to the Recipient’s obligations under this clause 15; and
15.7.2. where the third party is located outside the EEA, ensure that the transfer complies with the provisions of Article 44;
and in respect of any transfer the Recipient shall remain liable to the Discloser for the acts and omissions of the third party.
Security and Training
15.8. The parties shall implement and maintain appropriate technical and organisational measures to:
15.8.1. prevent unauthorised or unlawful processing of, and accidental loss or destruction of, or damage to, the Shared Personal Data; and
15.8.2. ensure a level of security appropriate to the risk and the nature of the Shared Personal Data, and to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage.
15.9. Each party shall comply with its obligations to report any Data Breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33, and shall each inform the other party of any Data Breach without undue delay, and provide the other party with any information and assistance reasonably required by the other party in connection with the Data Breach.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. Subject to 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 and working papers. We will also retain all ownership, title, copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you. We grant you a 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.
16.2 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
17. ASSIGNMENT AND THIRD PARTY RIGHTS
17.1. 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.
17.2. 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.
17.3. A person who is not a party to this Agreement may not enforce any of the terms of the 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.
18. NOTICES
18.1. 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
18.2. 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).
18.3. Any notice or communication shall be deemed to have been received:
18.3.1. if delivered by hand, on signature of a delivery receipt;
18.3.2. 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
18.3.3. 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.
18.4. 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.
19. AMENDMENTS
19.1. Except where clauses 19.2 and 19.3 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.
19.2. Notwithstanding clause 19.1, 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.
19.3. Notwithstanding clause 19.1, 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.
19.4. Where you are a Consumer, we shall only vary this Agreement for one of the following reasons:
19.4.1. to make the Agreement clearer and no less favourable to you;
19.4.2. to provide for the introduction of new systems, services, technology and/or products;
19.4.3. rectifying any mistakes or omissions; or
19.4.4. in accordance with clause 19.3.
20. TERMINATION
20.1. 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.
20.2. 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.
20.3. 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 19.1 or 19.2 to vary this Agreement, and where you exercise this right in accordance with this clause 20.3, the variation of the Agreement shall not be effective during the notice period.
20.4. Without affecting any other right or remedy available to us, this Agreement shall terminate automatically with immediate effect on us making the determination that your On-Boarding has been unsuccessful.
20.5. Notwithstanding the provisions of clauses 20.1 to 20.4, 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:
20.5.1. either you or we have reasonable grounds for suspecting that the other party or its employees have committed fraud or have been dishonest;
20.5.2. the other party has committed a material breach of a material term of this Agreement that is not capable of being remedied;
20.5.3. 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;
20.5.4. 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;
20.5.5. 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;
20.5.6. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
20.5.7. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
20.5.8. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
20.5.9. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
20.5.10. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
20.5.11. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
20.5.12. the other party (being an individual) is the subject of a bankruptcy petition, application or order;
20.5.13. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
20.5.14. 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 20.5.5 to 20.5.13.
20.5.15. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
20.5.16. 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.
21. CONSEQUENCES OF TERMINATION
21.1. Termination of this Agreement pursuant to clause 20 shall be:
21.1.1. without prejudice to and shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination; and
21.1.2. 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
21.2. The following clauses shall remain in full force and effect on and after termination of this Agreement:
21.2.1. clause 1;
21.2.2. clauses 5 to 8
21.2.3. clause 10;
21.2.4. clauses 12 to 18; and
21.2.5. clauses 21 to 27.
22. CONFIDENTIALITY
22.1. In this clause, Confidential Information means any information (however recorded or preserved) which:
22.1.1. 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.
22.1.2. 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
22.1.3. 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 22.2.
22.2. Information is not Confidential Information if:
22.2.1. it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement);
22.2.2. 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;
22.2.3. 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
22.2.4. the parties agree in writing that it is not confidential.
22.3. 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:
22.3.1. 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;
22.3.2. with the written consent of such of the party or any member of its Group that the information relates to;
22.3.3. 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;
22.3.4. 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
22.3.5. 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.
22.4. 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:
22.4.1. to keep it confidential; and
22.4.2. 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).
22.5. 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):
22.5.1. return to the other parties all documents and materials (and any copies) containing, reflecting, incorporating or based on the other parties’ Confidential Information; and
22.5.2. 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 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.
22.6. The provisions of this clause 22 shall continue to apply after termination of this Agreement for any cause.
23. FURTHER ASSISTANCE
23.1. 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 the Agreement and the transactions contemplated by it.
24. ENTIRE AGREEMENT AND RELATIONSHIP
24.1. This Agreement constitutes the entire agreement and understanding of the parties to the Agreement and supersede any previous agreements between the parties relating to the subject matter of the Agreement.
24.2. Each of the parties to this Agreement acknowledges and agrees that in entering into the 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 the 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.
24.3. 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.
25. MISCELLANEOUS
25.1. Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.
25.2. 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.
25.3. 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 this Agreement and the enforceability of the remainder of the Agreement shall not be affected.
25.4 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.
26. GOVERNING LAW
26.1. 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 submit to the exclusive jurisdiction of the English courts. However, if you are a Consumer who is resident in Northern Ireland you (or we) may bring proceedings in Northern Ireland, and if you are a Consumer who is resident in Scotland you (or we) may bring proceedings in Scotland.
26.2. 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 the 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.
27. COUNTERPARTS
27.1. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each of the parties has executed at least one counterpart.
27.2. Each counterpart shall constitute an original agreement but all the counterparts together shall constitute one and the same instrument.
SCHEDULE 1 – THE SERVICES
1. THE SERVICES THAT WE WILL PROVIDE TO YOU
1.1. We will provide you with the following services (the “Services”):
1.1.1. We will introduce you to Companies or their Representatives through the Platform so that you can negotiate directly with them to subscribe for the Equity Shares of those Companies (“Introductions”).
1.1.2. We will introduce you to Companies or their Representatives through the Platform with a view to you introducing further potential investors to the Companies with a view to those investors subscribing for Equity Shares in those Companies (“Secondary Introductions”). For the avoidance of doubt, we do not accept any responsibility or liability whatsoever in respect of Secondary Introductions.
1.1.3 We will provide you with an investment portfolio management reporting tool which enables portfolio performance insights and allows you to aggregate, manage, track and report on all of your investment data, and access your investment documents, via one bespoke dashboard.
1.1.4. Please note that our activities are limited to those set out in this paragraph 1 of Schedule 1 and read paragraph 2 carefully, which sets out some of the activities that we will not perform.
1.1.5. 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.
1.1.6. We shall provide information about our various additional services to help inform you what additional services you would like to purchase.
2. WHAT WE WILL NOT DO
2.1. For the avoidance of doubt:
2.1.1. the Services do not include promoting you to Companies or their Representatives or providing any assistance in facilitating any transactions between you and Companies or their Representatives beyond hosting promotional material, prepared and supplied to us by the Companies, on the Platform – we may make introductions to Companies or their Representatives, but it is entirely up to you to promote yourself to Companies or their Representatives.
2.1.2. 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 you or the Companies to complete your investment (such as, but not limited to completing application forms or issuing share certificates).
2.1.3. 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.
2.1.4. You acknowledge that whilst we will use reasonable endeavours to provide the Services, you acknowledge that we are not responsible for providing successful Introductions and do not provide any assurance or guarantee that the Services or Platform will lead to successful Introductions.
2.1.5. 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.
