CONDUIT CONNECT PLATFORM - TERMS OF SERVICE
TERMS OF SERVICE OF THE CONDUIT CONNECT PLATFORM
1 INTRODUCTION - WHO WE ARE AND THE PLATFORM
1.1 We are The Conduit Connect Limited, a company incorporated and registered in England and Wales with company number 11511437 whose registered office is at LABS, 90 High Holborn, London, W1S 2YZ (“Conduit Connect”, “we”, “us” or “our”).
1.2 We are an Appointed Representative of Enterprise Investment Partners, a company incorporated and registered in England and Wales with company number OC357090 whose registered office is at Hyde Park House, 5 Manfred Road, London, SW15 2RS. Enterprise Investment Partners is authorised and regulated by the Financial Conduct Authority (“FCA”) with reference number 604439 to bring about the arranging of deals in investments.
1.3 The Conduit Connect Platform (the “Platform”), is an investment platform which enables social entrepreneurs and purpose driven fund managers to connect with investors who sign-up to the Platform (“Investees”).
1.4 Aside from the Platform, we provide a range of discretionary services on a case by case basis with the aim of assisting Investees to meet their financial and non-financial requirements by putting them in touch with other interested parties (who may or may not be Investors).
1.5 If you wish to communicate with us about anything related to these Terms of Service, you may do so by sending an email to info@theconduitconnect.com.
2 BY USING THE PLATFORM YOU ACCEPT THESE TERMS OF SERVICE
2.1 These Terms of Service set out the general terms governing your use of the Platform.
2.2 These Terms of Service apply to any use of the Platform on an ongoing basis, and you are deemed to have agreed to be bound by them upon your first access to the Platform. YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 10 LIMITATION OF LIABLITY AND DISCLAIMERS.
2.3 If you do not wish to continue to be bound by these Terms of Service, you must not use the Platform.
3 RELATIONSHIP TO OTHER AGREEMENTS
3.1 In addition to these Terms of Service, our Privacy Notice, which available on the login screen, applies to you and everyone else who uses the Platform. We refer to the Terms of Service and the Privacy Notice collectively as the "Platform Agreements".
3.2 During the course of your use of the Platform, you may choose to agree to be bound by certain other agreements (“Other Agreements”), for example:
3.2.1 if you wish to invest in an Entrepreneur’s investment opportunity made available on the Platform, this will be subject to a separate agreement which you agree directly with the Entrepreneur; or
3.2.2 if you wish to provide advice or guidance or some other form of non-financial input to the Entrepreneur, this will be subject to a separate agreement which you agree with the Entrepreneur.
3.3 The Platform Agreements will be unaffected by any Other Agreements unless otherwise specifically agreed with us in writing.
4 YOUR USER ACCOUNT
4.1 Creation of your user account is the first step towards being able to use the Platform. You acknowledge that creation of a user account does not mean that you will then be able to use the Platform and this is subject to you successfully passing the Platform Registration process as set out in clause 5.
4.2 Your username and password are the methods used by us to identify you and so you must keep them secure at all times and not share them with any third party.
4.3 You will update us via your user account as soon as reasonably practicable if any of the information you provide to us changes.
4.4 You are responsible for all information and activity on the Platform by anyone using your username and password. Any breach of security, loss, theft or unauthorised use of an email address, username or password must be notified to us immediately.
4.5 We reserve the right not to act on your instructions or to suspend your access to the Platform where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
5 PLATFORM REGISTRATION AND INVESTMENT OPPORTUNITIES
5.1 As part of the registration process you will be asked to complete a questionnaire to categorise yourself either as a High Net Worth Investor, Sophisticated Investor, or Professional investor (as defined in the Financial Conduct Authority Rules). If you do not pass the appropriateness test for one of these categories, then you may not access the Platform.
5.2 No part of this Platform is intended to constitute investment or tax advice, and the content of this Platform should not be relied upon when making any decisions or taking any action of any kind. We do not provide personal recommendations. Any investment decision you make is a result of your own decision and any separate, independent advice that you may have received. If you consider that you do not understand a particular product or what may happen to your investment, then you should consider seeking advice from your financial adviser. Your adviser will assess suitability – which is different from appropriateness and involves examining your financial position, attitude to risk and your overall investment portfolio.
5.3 The decision as to whether to authorise you to invest in a particular investment opportunity is entirely the Entrepreneur’s, and notwithstanding the processes described above an Entrepreneur may decide not to authorise you to invest. Please note that in accepting these Terms of Service you are consenting to us sharing the information you have provided to us with the Entrepreneur whose investment opportunity you have expressed an interest in.
5.4 You warrant to us that all information provided to us in the course of the registration process is true and accurate, complete and not misleading in all respects and you will update us at info@theconduitconnect.com as soon as reasonably practicable if any of the information you provide to us changes.
5.5 Whilst all Investees have gone through our selection process, and they must comply with our regulatory obligations, it is your responsibility to conduct your own due diligence on Investees and any related investment opportunities prior to making any investment;
6 USE OF THE PLATFORM
6.1 By accepting these Terms of Service you agree that you will not directly or indirectly:
6.1.1 Use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms of Service or act fraudulently or maliciously, for example, by using another user's account, or by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform;
6.1.2 Transmit any material whether through the Platform or otherwise that is defamatory, offensive or otherwise objectionable;
6.1.3 Use the Platform in a way that could damage, disable, overburden, impair or compromise the security of the Platform or interfere with other users;
6.1.4 Attempt to decipher any transmissions to or from the servers running the Platform;
6.1.5 Perform any security testing unauthorised by us of the Platform either manually or utilising any automated system;
6.1.6 Copy any of the code or documents within the Platform nor any concepts in the content or documents;
6.1.7 Rent, lease, sub-license, loan, distribute, disclose, or otherwise commercially exploit the Platform or otherwise make it available in whole or in part to any third party;
6.1.8 Make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, unless such alterations or modifications are carried out or approved, overseen and managed by the us; or
6.1.9 Disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing.
7 ENTREPRENEUR CONTENT
7.1 For the purposes of these Terms of Service, “Entrepreneur Content” means any information, materials, documents and other content which is made available on the Platform relating to an Entrepreneur or Fund and their investment opportunity.
7.2 You acknowledge that all rights (including any intellectual property rights) in the Entrepreneur Content belong to the Entrepreneur who provided the content (or their licensors), and you shall have no rights in or to the Entrepreneur Content other than the right to use it in accordance with these Terms of Service or as otherwise agreed in writing between you and the Entrepreneur directly.
7.3 The Entrepreneur Content is provided “as is” and we make no warranty of any kind in respect of its accuracy, completeness or suitability for investment and it is the Entrepreneur’s sole responsibility to ensure that all information, documentation and materials published on the Platform in relation to investment opportunities are accurate, complete and not misleading, and should fairly and clearly present the detail of the investment opportunity.
7.4 You acknowledge that we reserve the right at our sole and absolute discretion to refuse to display Entrepreneur Content or remove Entrepreneur Content for any reason, including if we deem Entrepreneur Content to be objectionable or to be contrary to applicable laws and regulations or otherwise unsuitable for use. If we consider Entrepreneur Content is in violation of any laws or regulations, such content may be reported by us to relevant law enforcement authorities.
8 PLATFORM CONTENT AND INTELLECTUAL PROPERTY
8.1 The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations (excluding Entrepreneur Content), and together with the Platform's page layout, underlying source-code and software we refer to all of these as "Platform Content".
8.2 You acknowledge that all intellectual property rights in the Platform Content belong to us (or our licensors), and you shall have no rights in or to the Platform Content other than the right to use it in accordance with these Terms of Service.
9 LINKS TO OTHER WEBSITES
The Platform may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of us or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this Platform, that does not mean that we endorse that other website or in any way recommend that you should use it, it is simply provided for convenience only.
10 LIMITATION OF LIABLITY AND DISCLAIMERS
10.1 you need to be aware that:
10.1.1 we make no warranty or representation (express or implied) that the Platform or Conduit Connect will meet your requirements, or that it will be of satisfactory quality, or that it will be fit for a particular purpose, or that it will not infringe the rights of third parties, or that it will be compatible with all systems, or that it will be secure, or that all information provided will be accurate;
10.1.2 we make no guarantee of any specific results from the use of the Platform;
10.1.3 the Platform is provided "as is" and on an "as available" basis, and we give no warranty that it will be free of defects and / or faults;
10.1.4 we accept no liability for any Platform disruption or non-availability of the Platform.
10.2 You acknowledge that:
10.2.1 Whilst all Investees have gone through our selection process and meet certain criteria that we set and they must comply with our regulatory obligations, it is your responsibility to conduct your own due diligence on Investees and any related investment opportunities prior to making any investment; and
10.2.2 any relationship, arrangement or Other Agreement which you enter into with an Entrepreneur introduced to you via the Platform or otherwise, is done so entirely at your own risk and you shall not hold us responsible for any decisions or actions you take in relation to an Entrepreneur or their investment opportunity, nor any loss, damage or liabilities that you may suffer as a result of entering into a relationship, arrangement or Other Agreement with an Entrepreneur.
10.3 Nothing in these Terms of Service shall limit either party’s liability for death or personal injury caused by their negligence or for fraud or fraudulent misrepresentation or for anything else in relation to which it would be unlawful for them to limit or exclude their liability.
10.4 Subject to clause 10.3, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service for any indirect or consequential loss or for any of the following losses: (a) loss of profits; (b) loss of revenue; (c) loss of sales or business; (d) loss of agreements or contracts; (e) loss of anticipated savings; (f) loss of or damage to goodwill or reputation; or (g) loss of use or corruption of data or information.
10.5 Subject to clause 10.3, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Services shall be limited as follows:
10.5.1 to the extent that the claim relates to a particular investment opportunity, our liability shall be limited to an amount not exceeding £5,000; and
10.5.2 to the extent that the claim does not relate to a particular investment opportunity, liability shall not exceed £5,000.
11 CONFIDENTIAL INFORMATION
11.1 For the purposes of these Terms of Service, “Confidential Information” shall mean a party’s confidential, commercially sensitive or proprietary information. For the avoidance of doubt, all Platform Content shall be our Confidential Information. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than for the purposes of exercising their respective rights and obligations under these Terms of Service. For the avoidance of doubt we shall be entitled to disclose your Confidential Information to those of our employees, agents and professional advisers (including the Conduit Connect team) who are necessarily concerned with performing our rights and obligations under these Terms of Service (“Conduit Connect Third Party Recipient”). We shall ensure that each such Conduit Connect Third Party Recipient to whom we disclose your Confidential Information is aware that such material is to be kept confidential.
11.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any 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 14.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12 TERMINATION
12.1 Either party may terminate your registration with us at any time by notifying the other party in writing.
12.2 We may suspend or terminate your registration with us and your ability to use the Platform at any time for any reason, including but not limited to if:
12.2.1 you breach these Terms of Service in any material respect;
12.2.2 we suspect that you have committed fraud, been involved in money laundering or other illegal activities;
12.2.3 you become unable to pay your debts or you (being an individual) take any step or action in connection with bankruptcy; and
12.2.4 you use the Platform in any way that:
12.2.4.1 causes, or is likely to cause, the Platform, or access to it, to be interrupted or damaged in any way;
12.2.4.2 causes, or is likely to cause damage to our reputation or is contrary to our business interests;
12.2.4.3 is for fraudulent purposes or in connection with a criminal offence or in bad faith;
12.2.4.4 involves sending, using or re-using material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or any spam.
13 CONSEQUENCES OF TERMINATION
13.1 On expiry or termination of our agreement with you under these Terms of Service for any reason:
13.1.1 all rights and licences granted pursuant to these Terms of Service shall immediately terminate and you shall cease immediately all use of the Platform; and
13.1.2 unless otherwise agreed in writing, or required by law or regulatory authority or for audit purposes, each party shall destroy or permanently erase any Confidential Information belonging to the other party which is in their possession or control.
13.2 Any provision of these Terms of Service that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement shall remain in full force and effect (including but not limited to confidentiality provisions).
13.3 Termination or expiry of our agreement with you under these Terms of Service shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms of Service which existed at or before the date of termination or expiry.
14 WE MAY MAKE CHANGES TO THE PLATFORM
We may update and change the Platform from time to time.
15 WE MAY MAKE CHANGES TO THESE TERMS OF SERVICE
From time to time we may update these Terms of Service to take account of changes in the law or for any other reason. If we update these Terms of Service, we will post a new version on the Platform, and as soon as you use the Platform after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
16 COMPLAINTS AND REQUESTS FOR SUPPORT
16.1 If you wish to:
16.1.1 make an enquiry about functionality or availability of the Platform; or
16.1.2 make a complaint about the Platform or Conduit Connect,
please send relevant details to info@theconduitconnect.com.
17 SEVERABILITY
If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
18 NO WAIVER
In the event that either you or we fail to exercise any right or remedy contained in these Terms of Service, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
19 NO PARTNERSHIP OR AGENCY
Nothing in the Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between any of 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 any other party.
20 GOVERNING LAW AND JURISDICTION
These Terms of Service, and the relationship between you and us created by it (including any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the subject matter or formation of our relationship under these Terms of Service), shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.