This User Agreement (“Agreement”) is a contract between You, as the user of Connect, and Capitalex, as the owner of Connect.
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: “Website Terms & Conditions of Use” and “Privacy Policy”. These agreements are collectively, with this Agreement, called the “Terms of Service”. These Terms of Service set out the terms under which You may use Connect. Please read this Agreement carefully as it contains important information regarding your legal rights and obligations. Capitalex may, in its sole discretion, modify or amend this Agreement (“Amendments”) at any time by posting a revised version on the Connect Platform at https://capitalex.co.uk/connect-investor-terms/. Amendments will be effective from the day they are posted on Connect. Any subsequent use by You of Connect following Amendments shall constitute your acceptance of all such Amendments. You understand that by using Connect, You agree to be bound by the Terms of Service. If You do not accept the Terms of Service in their entirety, You must not access or use Connect. If You agree to the Terms of Service on behalf of a legal entity, You represent and warrant that You have the authority to bind that entity to the Terms of Service.
1. Definitions and Interpretation In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
Capital: Equity and/or debt, including but not limited to deferred, convertible and/or preference instruments;
Capitalex or We/Us/Our: means Capitalex Limited, a limited company registered in England under number 08990469, whose registered address is at 4 Aztec Row, Berners Road, Islington, London, United Kingdom, N1 0PW;
Company or Companies: a company whose profile is listed on Connect;
Confidential Information: means any material or information regarding a Company provided to You by Us, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) was lawfully received by the Investor without restriction from a third party having the right to disseminate the information; or (b) was already known by the Investor prior to receiving it from Us and was not received from a third party in breach of that third party’s obligations of confidentiality;
Connect or Connect Platform: a service provided by Us that displays Companies and enables Investors to connect with them;
Content: means any and all documents including, without limitation, reports, guides, templates, text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, the Connect Platform;
Introduction: means the provision to You of the name or contact details of a Company where such information is provided to You either:
“Introduce”, “Introduces” and “Introduced” shall be interpreted accordingly.
Introduction Fee: Payable by the Company, a fee equal to 2% of gross Capital invested in the Company up to £2,000,000, plus 1% on any amount invested above £2,000,000;
Investor: an investment firm (which has access to Connect directly or via one or more of its employees, officers, consultants or agents);
Investment: an investment of Capital made by an Investor into a Company;
Profile: means a profile of the Company prepared by Capitalex in coordination with the Company and approved by the Company for listing on the Connect Platform;
System: means any online communications infrastructure that We make available through the Connect Platform either now or in the future. This may include, but is not limited to, contact forms, email, live chat and forums;
You: means an employee, officer, consultant or agent of an Investor.
2. Introductions and Investments
2.1. If an Investor who is Introduced to a Company via Connect invests Capital in the Company, at any time, an Introduction Fee is payable to Capitalex.
2.2. The Company shall pay the Introduction Fee to the bank account of Capitalex on the same day as the completion date of the relevant Investment.
2.3. The Investor agrees that the Introduction Fee will be part of the funds flow of the relevant Investment and the Investor shall ensure that their professional advisers are made aware of the terms of this Agreement.
2.4. In the event that an Investor makes an offer to invest Capital in the Company, the Investor must inform Capitalex without delay.
2.5. For the avoidance of doubt, an Introduction Fee is payable in respect of each investment an Investor makes in the Company, not just the first Investment.
3. Listing and Removal from Connect
3.1. By using Connect, You:
a. agree that We may publicly reference and publish the Investor’s business name and logo on Our website, in sales presentations and in promotional materials; and
b. authorise Capitalex to list the name of the Investor on a webpage that is available for Companies and their agents to view, and to include your name and email address alongside Investor information on a webpage that is available only to Capitalex's partners, whom primarily consist of advisers to companies.
3.2. Capitalex retains the right to remove an Investor at any time from Connect.
3.3. You may request to leave the Connect Platform and Capitalex will remove the Investor’s business name and cancel your access to the Connect Platform as soon as reasonably practical. For the avoidance of doubt, any Investment that takes place after an Investor has either been removed or has opted to leave the Connect Platform will remain subject to the Introduction Fee.
4. Non-circumvention
4.1. You acknowledge and agree that the compensation We receive from making the Connect Platform available to You is collected through the Introduction Fee. Therefore, throughout the duration of this Agreement and for a period of 24 months following your removal from the Connect Platform (the “Non-Circumvention Period”), You shall not invest Capital in a Company in such a manner so as to circumvent the Investor obligations set out in clause 2.
4.2. You agree to use Capitalex as your exclusive method of connecting with, i.e., making initial contact, the Company. After Capitalex connects You with a Company, You may communicate with them directly subject to your obligations under this Agreement.
4.3. You agree to notify Capitalex immediately if any person (including but not limited to any employee, officer or consultant of the Company) suggests that You circumvent this Agreement.
4.4. However, if You do circumvent this Agreement and end up making an Investment in a Company, You will have committed a material breach of this Agreement, and your account will be permanently suspended from Connect and the Company will remain liable to pay the Introduction Fee to Us.
5. Disclaimer
5.1. Capitalex Connect is an introduction-only platform. Capitalex will not be responsible for providing advice of any nature in connection with an Investment. You will be solely responsible for seeking and obtaining legal, regulatory, financial, accounting or tax advice in connection with an Investment.
5.2. Capitalex does not make investment recommendations to You. The decision to proceed (or not) with an Investment will be the Investor’s own.
5.3. The Content made available on the Connect Platform, including (but not limited to) a Profile, is not intended to be a financial promotion within the meaning of FSMA 2000 and is not an offer to the public.
6. Reliance on Information
6.1. The Content, including (but not limited to) a Profile on the Connect Platform is provided for general information purposes only.
6.2. We make no representations, warranties or guarantees (express or implied) that the Content is accurate, complete, up-to-date, or does not infringe the rights of any third party.
7. Our Liability
7.1. To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Connect Platform or the use of or reliance upon any Content included on Connect.
7.2. To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Connect or any Content included on Connect.
7.3. We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
7.4. We exercise all reasonable skill and care to ensure that Connect is free from viruses and other malware. Subject to sub-clause 7.3, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Connect (including the downloading of any Content from it) or any other site referred to on Connect.
7.5. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Connect 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.
7.6. Nothing in this Agreement excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
8. Confidentiality
8.1. You agree to keep the Confidential Information confidential and shall not use such Confidential Information except for the purpose of assessing a Company Introduced by Us to You.
8.2. You shall not disclose the Confidential Information in whole or in part to any third party, except that You may disclose the Confidential Information to employees, officers, contractors and professional advisers of the Investor who need to know such information.
8.3 For the avoidance of doubt, under these terms, where the Investor is an angel syndicate or network, individual angels or members of the syndicate or network are not considered to be employees, officers, contractors or professional advisers of the Investor. Confidential Information may only be shared with individual angels or members of the syndicate or network with the prior consent of the Company.
9. Privacy
9.1. Use of Connect is also governed by Our Privacy and Cookies Policy, available from https://capitalex.co.uk/privacy/. This policy is incorporated into this Agreement by this reference.
10. Data Protection
10.1. All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
10.2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookies Policy available from https://capitalex.co.uk/privacy/.
11. Law and Jurisdiction
11.1. This Agreement, and the relationship between You and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
11.2 Any disputes concerning this Agreement, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.
