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Partnership Agreement

 Affiliate Agreement

If you wish to apply to become an InvestingZone Affiliate you must read the terms of this agreement and confirm that you accept the terms by ‘ticking’ the “acceptance of terms and conditions” box, before registering your on-line application. By proceeding with your use of InvestingZone’s platform and services in connection with this application you will be deemed to have accepted these terms and conditions.

THIS AGREEMENT is made on the date of its acceptance by InvestingZone Limited.

Between:

1.      INVESTINGZONE LIMITED of Innovation Warehouse, 1 East Poultry Avenue, London EC1A 9PT , trading as InvestingZone.com (“IZ” “we” or “us”); and

2.      The company/organisation  whose name appears in the on-line Registration and which has been accepted by InvestingZone  (“Affiliate”, “Partner”, “you” or “your”);

(Collectively the “Parties”).

BACKGROUND:

A. IZ owns, manages and is authorised to operate the InvestingZone.com online investment platform through which IZ provides services to start-up, small and mid-cap companies the main element of which gives companies access to the IZ platform and IZ’s support services for fundraising from IZ investor members;

B. Companies which sign up as a company member of InvestingZone also gain access to IZ’s communication, voting and other company-shareholder management tools available through the IZ on-line platform

C. Qualified individuals or entities who sign up as investor members of InvestingZone gain access to the investment presentations and company communications available to members on the IZ platform and IZ’s tools and services for investors; This agreement sets out the terms on which IZ accepts new Affiliates.

 

THE PARTIES AGREE as follows:

1. IZ SERVICES

1.1. IZ will develop, maintain, and manage its on-line equity investment platform via the www.investingzone.com website or other related sites and resources.

1.2. IZ will permit (on and subject to conditions of membership and any and all applicable regulatory requirements) companies and investors introduced by Affiliate to:

1.2.1. review company presentations, set up investor accounts, engage and make investments;

1.2.2. have access to investor or (as applicable) company or shareholder information and monitoring tools through the platform;

1.2.3. communicate with other IZ investors, through the platform.

1.3. Subject to the absolute condition that Affiliate is fully authorised by the FCA (i) to approve financial promotions made by companies introduced by it to IZ and (ii) to arrange the relevant investment transaction (on and subject to the usual conditions of using the IZ platform and any applicable legal or regulatory requirements), then IZ will permit Affiliate to prepare and approve presentations for companies introduced by Affiliate to raise investment from IZ investor members. Affiliate shall have control over and responsibility for the content of such presentations, which will appear on an Affiliate-branded page/section of the IZ platform under appropriate disclaimers and risk warnings.

2. TERM

2.1. This Agreement shall remain in effect for the period of 12 months commencing with the effective date when it is accepted by InvestingZone (the “Initial Term“).

2.2. This Agreement shall be renewed on each anniversary of the effective date for an additional 12 month period (“Extension Term”) on the same terms and conditions unless either party has given the other not less than 60 days' notice in writing to terminate this Agreement and the arrangements covered by its terms.

3. RELATIONSHIP AND DUTIES

3.1. IZ shall retain exclusive rights of ownership of (i) the IZ platform, (ii) the IZ brand and goodwill in the IZ site and services (iii) IZ community members.

3.2. IZ shall have exclusive rights to develop, customise, maintain, and manage the IZ platform and services at its sole discretion and without reference to Affiliate, but undertakes to inform Affiliate of any changes which may materially affect Affiliate’s use of the platform.

3.3. Affiliate will have exclusive rights during the term of this Agreement of ownership of Affiliate’s name, brand and services.

3.4. Affiliate agrees that by entering into this Agreement that for the term of this Agreement (and for 60 days after its termination) it will not introduce any company which has already been introduced to IZ, to any other online platforms or websites other than the IZ platform for purposes of that company or persons connected with it engaging in fundraising through the other platform(s).

3.5. Affiliate agrees that during the term of this Agreement it will not promote, endorse, solicit, or market to its clients and contacts, any other online equity investment platform or service or similar commercial online sites offering product(s) and/or service(s) substantially similar to those provided by IZ.

3.6. In providing or performing the agreed services under this Agreement, each of IZ and Affiliate is acting as an independent contractor, and nothing contained in this Agreement shall constitute this arrangement to be an agency or a joint venture.

3.7 All rights, title and interests in and to any computer code (both source and object) including, but not limited to, all interfaces, navigational devices, menus, menu structures or arrangements, help and other operational instructions and the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the content and appearance provided in or through the IZ platform or affiliated websites (the “Software”) including without limitation, any copyrights, patents, trade secrets and other intellectual or industrial property rights is and shall be the exclusive property of IZ, except for the rights reserved to Affiliate  as set out at in this Agreement.

3.8. Affiliate agrees not to assist or permit others to de-compile, decrypt, disassemble, or otherwise reverse engineer the Software to create or derive the source code from the object code or from any other information.

3.9. Affiliate and IZ shall require investor members introduced by either of them when using the IZ platform or Affiliate’s website or services to agree to follow applicable security procedures including the use of passwords for access to the relevant site.

4. FEES

4.1. Affiliate will pay to IZ (i) an Annual Affiliate fee at the rate set out at clause 4.2 (ii) investment fees as specified at clause 4.3 and (iii) any third party or other costs and expenses incurred by IZ as set out at clause 4.4.

4.2. Annual Affiliate fee

4.2.1. £3,000 per annum plus VAT , payable in advance of the applicable annual period,

4.2.3. Fees due and relating to an Extension Term of this Agreement (specified in clause 2.2) must be paid within 7 days following the annual renewal date of this Agreement.

4.3. Investment fee

When a company introduced by Affiliate is engaged in fundraising through the IZ platform IZ will charge the company an investment fee of 6.5% calculated by reference to the total investment raised by IZ investors either through investors introduced by IZ or through registered investors on the IZ platform.  Out of this fee, and after IZ has received this fee in full from the company, Affiliate will be paid 5% (five percent) of the total investment raised through the IZ platform. IZ will retain 1.5% (one point five percent) of the total investment raised through the IZ platform.

4.3.1. in all cases the investment fees specified are exclusive of any VAT and are payable on the closing of the investment transaction.

4.4. Affiliate agrees to reimburse IZ on demand for any third party or other costs and expenses incurred by IZ:

4.4.1. in connection with payment processing and fund movement charges (including but not limited to bank charges) for investment transactions which depart from IZ's standard methodology and incur costs in doing so; and/or

4.4.2. in creating, adapting and integrating online access for Affiliate to allow Affiliate and its contacts to gain access to the IZ platform including the development and coding for any updates and upgrades beyond the standard format employed by IZ on its platform.

5. REGULATORY COMPLIANCE ETC

5.1. The provisions of this Agreement are expressly conditional on each party fully complying with all applicable laws, statutes, regulations and rules relating to regulated investment activities including but not limited to the Financial Services and Markets Act 2000 and the applicable principles and Conduct of Business rules of the Financial Conduct Authority (FCA) and any other relevant regulatory body (Relevant Requirements).

5.2. Anti-Money Laundering (AML): Affiliate must comply with applicable client identification and AML policies with regard to all prospective members that it seeks to Introduce to IZ (Relevant Policies). Affiliate must have in place and maintain throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policies relating to AML, as these change from time to time.

5.3. Affiliate undertakes to include such disclaimers, risk warnings and other regulatory compliance statements as Affiliate normally uses in its regulated investment business or otherwise as IZ may require at its absolute discretion:

5.3.1. on Affiliate branded pages of the IZ platform;

5.3.2. on the presentations of companies introduced by Affiliate and communications made by such companies;

5.3.3. in any electronic communications or financial promotions or marketing/promotional communications or materials that Affiliate prepares or distributes to its own clients and contacts insofar as they refer directly or indirectly to IZ, the IZ platform, companies or persons using the IZ platform or investments or other transactions of any nature being presented or having been concluded on or through the IZ platform at any time.

5.4. Affiliate agrees that IZ has sole discretion to determine the Regulator Rules as applied to the platform and to business conducted through the platform.

5.5. Affiliate undertakes fully and promptly to comply with the form and content of the disclaimers, risk warnings and other regulatory compliance statements as may be necessary or as required by IZ to be included i) on the IZ platform ii) on presentations or other pages or materials published at the request of Affiliate or new companies introduced by it iii) in any electronic communications or financial promotions or marketing/promotional communications or materials relating to such presentations.

5.6. Affiliate must provide such supporting evidence of compliance with these terms of clauses 5.3, 5.4 and 5.5 as IZ may reasonably request.

5.7. Ethical Policy: In addition to strict compliance with applicable Regulator Rules and investor-related legislation,, IZ may, at its absolute discretion, decline to permit fundraising on or through the IZ platform by or on behalf of any company or business engaged in any enterprise or activity involving weapons manufacture, supply or trade, cruel practice towards persons or animals, gender or sexual exploitation or any other activity which the board of IZ considers to be unacceptable.

6. IZ’S LIABILITY

6.1 IZ will not be liable to Affiliate for any indirect, consequential, or special loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

6.2 Any liability which IZ may have to Affiliate for any loss or damage arising in connection with the relationship governed by this Agreement and access to and use of the IZ platform by persons introduced by Affiliate will be limited to no more than 1.5% (one point five percent) the relevant transaction, as specified in clause 4.3 of this Agreement.

7. CONFIDENTIALITY

7.1. Each party undertakes that it will not at any time during this Agreement, and for a period of 2 years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.

7.2. Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided it shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information, comply with this clause.

7.3. Each Party may disclose the other party’s confidential information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.4. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

8. TERMINATION OF PARTNER ARRANGEMENTS

8.1. Following the expiry of the Initial Term, Affiliate may terminate this Agreement by notifying IZ in writing. Termination will take effect (unless otherwise agreed) 30 days after receipt of the notice. In these circumstances IZ will have no obligation to reimburse Affiliate for any fees paid up to the date of termination.

8.2. IZ may terminate this Agreement at any time and for any reason. The termination will take effect 30 days after the date of IZ’s notice (subject to clause 8.3). IZ will reimburse Affiliate for the portion of its Annual fee for the period in which the termination takes effect.

8.3. IZ may terminate Affiliate’s access to the IZ platform, with immediate effect, in circumstances where Affiliate has (or IZ has reasonable grounds to suspect such to be the case) misused, attempted to misuse or otherwise demonstrated conduct which is in breach of the terms set out in the IZ documents or is (in IZ’s opinion) otherwise incompatible with the proper, orderly operation of the IZ platform or with the Regulator rules. If the Agreement is terminated in accordance with this clause 8.3, Affiliate will not be reimbursed with any fees which it has paid to IZ.

9. MISCELLANEOUS

9.1. Changes in Status: Affiliate must promptly notify IZ of any change of address or any other change in Affiliate’s status (including its status with any Regulator) that may render Affiliate ineligible to introduce persons or companies to IZ.

9.2. Delegation of Functions: IZ may appoint a third party to act in respect of any function relevant to the administration of IZ’s site and services, but IZ will first satisfy itself that any such third party is competent to carry out such functions.

9.3. Assignment: IZ may assign its Agreements with Affiliate or Investor Members to another company to be the manager of IZ’s site and services under the terms of this Agreement or of the Membership Agreement on giving Affiliate 30 days’ notice in writing.

9.4. Notices: Any formal legal notice or other formal communication to be given to Affiliate by IZ under or in relation to the IZ documents ("notice") will be sent in writing to the email address stated by Affiliate in its on-line application or such address as Affiliate may subsequently specify by notice in writing to IZ. Any notice will be deemed to have been received by Affiliate, 2 working days after IZ sends it, whether by email or other means. All notices given by Affiliate to IZ must be in writing and delivered or sent by email, or post to IZ at its registered office, or such other address as IZ may specify.

9.5. Whole agreement: Except where the Regulator Rules or applicable law state otherwise, the terms and conditions of this Agreement shall be limited to those terms and conditions set out in this Agreement. No other terms and conditions shall apply.

9.6. Amendments: IZ may amend these terms and conditions (including changes to applicable charges) from time to time, giving Affiliate at least 30 days' notice of such changes.

9.7. English Law: IZ’s contract with Affiliate as set out in this Agreement is governed by English Law and is subject to the jurisdiction of the English Courts.