Terms and Conditions
These Terms and Conditions are produced and provided by EHE CAPITAL LIMITED (company number: 12657407) of Manchester Technology Centre, 103 Oxford Road, Manchester, United Kingdom, M1 7ED (we, us or our).
We refer to your interest in looking at corporate investment opportunities with a company or business (Target) (full details of which will only be provided through us and/or our application, and after you agree to these Terms and Conditions) any subsequent investment in the Target and any connected matters (Investment Opportunity).
These Terms and Conditions form the agreement between you and us.
Any reference to you and your shall be construed accordingly.
Please follow the onscreen prompts to agree to these Terms and Conditions. By ticking the box to accept these Terms and Conditions, you formally agree to be bound by these Terms and Conditions, and they shall constitute a valid and binding agreement, enforceable against you, in accordance with these Terms and Conditions. You agree that any person to whom ticks the box to accept these Terms and Conditions is authorised to act for the purposes of the Investment Opportunity and these Terms and Conditions.
You should print off a copy of these Terms and Conditions and/or save them your computer for future reference.
These Terms and the Contract are made only in the English language.
1. INVESTMENT OPPORTUNITY
1.1. You acknowledge that our fees and equity (including but not limited to success fees and growth shares in the Target) are derived as a result of an investor introduced by us investing in the Target.
1.2. Unless otherwise agreed; these Terms and Conditions shall commence from the date which you agree to be bound by them and shall continue until midnight on a date twelve months from the date of such agreement by you (Exclusivity Period). Nothing in these Terms and Conditions shall prevent us from discussing the Target with other potential investors with the aim of those potential investors investing in the Target.
1.3. In consideration of us introducing you to and providing details of the Investment Opportunity; during the Exclusivity Period, you agree not to:
a. enter into any negotiations with the Target or any other related, controlled or otherwise connected party in relation to investing in the Target, which would deprive us (in full or in part) of our fees, equity and/or growth shares; and
b. other than through us and our application; invest in the Target (directly or indirectly).
1.4. You shall immediately notify us in writing following any decision you make not to proceed with the Investment Opportunity. Any notice not to proceed shall not affect your obligations contained in these Terms and Conditions which shall continue for the Exclusivity Period.
1.5. The automatic expiry of these Terms and Conditions at the end of the Exclusivity Period shall not affect a party’s accrued rights or liabilities nor the confidentiality obligations, which shall continue for a period of two years thereafter.
1.6. The parties agree that damages alone may not be adequate remedy and accordingly, a party may seek injunctive relief.
2.1. In these Terms and Conditions, Confidential Information means all information of a commercially sensitive or confidential nature that is disclosed or made available, directly or indirectly, by us or the Target (or the Target’s respective employees, directors, officers, shareholders, agents or advisers) to you in connection with considering, evaluating, negotiating or advancing the Investment Opportunity and Target exclusively through us (Permitted Purpose); including but not limited to:
a. the fact that discussions are taking place concerning the Permitted Purpose, and the status of those discussions;
b. all confidential or proprietary information relating to the Permitted Purpose or Investment Opportunity, the Target, us and the affairs, financial or trading position, assets, intellectual property rights, customers, clients, suppliers, employees, plans, fees, equity, growth shares, investments, subsidiaries, operations, processes, products, intentions or market opportunities of us or the Target;
c. any other information that is identified as being of a confidential or proprietary nature; and
d. any findings, data or analysis derived from such information;
but excluding any information referred to in clause 2.2.
2.2. Information is not Confidential Information if:
a. it is, or becomes, generally available to the public other than as a (direct or indirect) result of the information being disclosed by you in breach of these Terms and Conditions;
b. you received the information from a source that is not connected with us or the Target, and that such source was not under any obligation of confidence in respect of that information;
c. it was lawfully in your possession before it was disclosed by us or the Target (or on its or either behalf), and you were not under any obligation of confidence in respect of that information; or
d. the parties agree in writing that the information is not confidential.
2.3. In consideration of the mutual rights and obligations in these Terms and Conditions; you agree that all Confidential Information is confidential, and you shall at all times:
a. keep the Confidential Information secret and confidential;
b. not use or exploit the Confidential Information in any way, except for the Permitted Purpose;
c. ensure that all Confidential Information is kept in a secure place and apply the same security measures and degree of care to the Confidential Information as you apply to your own confidential information;
d. not directly or indirectly disclose or otherwise make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with, these Terms and Conditions;
e. not make any copies of the Confidential Information, except as expressly permitted by, and in accordance with, these Terms and Conditions;
f. keep confidential the fact that Confidential Information has been made available to you or that any discussions may occur or have occurred between you, us and/or the Target relating to the Investment Opportunity, Confidential Information or these Terms and Conditions; and
g. inform us immediately on becoming aware, or suspecting, that Confidential Information has been disclosed to, or otherwise obtained by, an unauthorised third party.
2.4. Provided you comply with its obligations under these Terms and Conditions, you may disclose Confidential Information to:
a. your directors, officers or employees that need to know the relevant Confidential Information for the Permitted Purpose;
b. your professional advisers engaged to advise you in connection with the Permitted Purpose;
c. your bankers and potential investors (and their respective professional advisers) for the purpose of securing finance for the Investment Opportunity; and
d. any person whom we agree in writing may receive the relevant Confidential Information;
2.5. Where Confidential Information is disclosed to a Permitted Recipient, you shall:
a. inform the Permitted Recipient, before or at the same time the Confidential Information is disclosed, of the confidential nature of the Confidential Information except where the Permitted Recipient is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
b. ensure that the Permitted Recipient shall comply with these Terms and Conditions; and
c. at all times, be responsible for each Permitted Recipient’s compliance with these Terms and Conditions.
2.6. You may disclose Confidential Information to the minimum extent required by (a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body, or any taxation authority of competent jurisdiction, and (b) the rules of any listing authority or securities exchange on which your shares are listed or traded; provided always that you:
a. inform us of the full circumstances of the required disclosure, and the Confidential Information that must be disclosed;
b. take all such steps as may be reasonable and practicable in the circumstances to agree the contents of the required disclosure with us before it is made; and
c. consult with us as to possible steps to avoid or limit the required disclosure and to take those steps where they would not result in significant adverse consequences to you.
2.7. We undertake that we shall keep secret and confidential your interest in the Investment Opportunity and shall take reasonable precautions to ensure that such information remains confidential; provided that we may disclose the your interest in the Investment Opportunity to:
a. our directors, officers or employees to the extent necessary for the Permitted Purpose;
b. our professional advisers or consultants engaged to advise in connection with the Permitted Purpose;
c. any person whom you agree in writing may receive the relevant information;
d. our shareholders, bankers, investors and/or funders (and their respective professional advisers) to the extent necessary for the Permitted Purpose; and
e. the minimum extent required by an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction.
2.8. These Terms and Conditions and the supply of Confidential Information shall not constitute an offer by, or a representation or warranty on our part to enter into the Investment Opportunity or any further agreement with you.
2.9. All rights in the Confidential Information are reserved and none of the Confidential Information shall be your property. The disclosure of Confidential Information to you shall not give you or any other person any licence or other right whatsoever in respect of any Confidential Information, beyond the rights expressly set out in these Terms and Conditions.
2.10. You acknowledge and agree that the Confidential Information may not be accurate or complete and neither we, the Target, nor any respective employees, agents or advisers make any warranty or representation (whether express or implied) concerning the Confidential Information, its accuracy or completeness or are under any obligation to update or correct any inaccuracy in the Confidential Information supplied to you, or are otherwise liable to you for the Confidential Information.
2.11. If discussions in relation to the Investment Opportunity cease, or we request at any time by notice in writing to you, you shall immediately return to us, destroy or permanently erase (including to the extent legally and technically practicable, from your computers and communications systems and devices or from systems and data storage services provided by third parties) all documents and materials containing, reflecting, incorporating or based on any Confidential Information that have been supplied to, or generated by, you or any Permitted Recipient.
2.12. This clause 2 shall survive termination or expiry of the Exclusivity Period (for whatever reason).
3.1. You shall not, without our prior written consent assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
3.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
4.1. If any provision or part-provision of these Terms and Conditions 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 these Terms and Conditions.
4.2. If any provision or part-provision of these Terms and Conditions is deemed deleted under clause 5.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
5.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
5.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
6. THIRD PARTY RIGHTS
These Terms and Conditions do not confer any rights on any person or party (other than the parties to these Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third parties) Act 1999.
We may, from time to time, update or make other changes to these Terms and Conditions. We will use reasonable endeavours to inform you of those changes (which may include notifying you by email). If you do not agree with those changes, you should not proceed with any Investment Opportunity, or continue to use our services or application.
8. GOVERNING LAW AND JURISDICTION
8.1. These Terms and Conditions 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 interpreted in accordance with the law of England and Wales.
8.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).