This Agreement is made between:
Issufy Limited, a company registered in England & Wales with registered number 09889785 and with its registered office at 88 Wood Street, London, England, EC2V 7RS ("Issufy"); and a professional investor who wishes to register on Issufy (“Investor”).
The Investor, being a professional investor, wishes to engage (including by providing feedback and/or planning indications) with an issuing company ("Issuer") and/or their Advisor offering securities as an investment proposition ("Offering"), with the process managed by one or more equity capital markets advisory firms or banks that act as book runner(s) (“Advisor”) through Issufy's technology platform accessible online at http://www.issufy.com, and/or at http://app.issufy.com and/or any other website, platform or other channel (including email or post) specified by Issufy as being governed by these Investor Terms from time to time in its sole discretion (the "Issufy Platform").>/
The parties are entering into this Agreement (the "Agreement", also known as the "Investor Terms") to govern the terms on which the Investor may access the Issufy Platform and/or engage with an Offering.
In these Investor Terms, the unless context requires otherwise, any reference to any gender includes all genders, the singular includes the plural (and vice versa), and persons includes individuals, bodies corporate, unincorporated associations, partnerships and any supra-national, national or sub-national authority, commission, department, agency regulator, court, tribunal or arbitrator in any jurisdiction (whether or not any of them have a separate legal personality).
1. INCORPORATION OF OTHER TERMS AND ACCESS TO OFFERINGS
1.1 By agreeing to these Investor Terms, the Investor acknowledges that it has read, understood and agreed to:
1.1.3 the risk warnings and disclaimers on all pages both before and after registration and login at www.issufy.com, (collectively the "Website Terms and Conditions").
2.1 In order to use the Issufy Platform:
2.1.1 the Investor may apply to be registered on the Issufy Platform by completing the application form accessible online at http://app.issufy.com/registration ("Application Form"); or
2.1.2 an Advisor may supply Issufy with such details about an Investor as is required on the Application Form ("Investor Details") and authorize Issufy to generate account for an investor, in which case, Issufy will provide the initial account information to the investor with this Terms and Conditions attached. Issufy will request the Investor to reset his own password. By using the account, it is deemed that the Investor has accepted the Terms and Conditions;
2.2 Following submission of the Application Form to Issufy and/or receipt of Investor Details by Issufy, the Investor acknowledges that Issufy will review the Investor's Application Form and/or Investor Details (as applicable). Issufy may request additional documentation to fulfil any "Know Your Client" and anti-money laundering checks required as part of its registration and on-boarding process and the Investor agrees that it shall promptly provide any such information and/or documentation. This may include, but is not limited to, additional documentation regarding the identification of the Investor and information about the sources of funds being provided by the Investor. The Investor agrees to provide accurate, complete and up-to-date information when registering with Issufy and undertakes to keep the information supplied to Issufy accurate, complete and up-to-date at all times.
2.3 Issufy is under no obligation to accept any application for registration and the Investor acknowledges that there is no guarantee of acceptance by Issufy. If the Investor's application for registration is accepted by Issufy, Issufy shall open an account on the Issufy Platform in the name of the Investor ("Investor Account").
2.4 Submission of the Application Form and/or receipt of the Investor Details constitutes express confirmation and consent from the Investor to Issufy that:
2.4.1 the email address it has provided to Issufy may be used for the purpose of receiving notices or communications about Offerings from Issufy and any Issuer and/or Advisor in electronic form; and
2.4.2 Issufy may make its username, email address, professional telephone number and other relevant information visible to Investors and/or the Advisor in respect of any Offering.
3.1 Promptly after the opening of the Investor Account, the Investor undertakes to complete its profile on the Issufy Platform with complete and accurate details ("Profile") and, it shall be a condition of use of the Issufy Platform that the Investor's Profile is accurate, complete and up-to-date at all times.
3.2 The Investor shall be solely responsible for maintaining the confidentiality and security of the Investor Account itself and for all activities that occur on or through the Investor Account, and the Investor agrees that it will not share its Investor Account and/or password or login details with any person other than as provided for in these Investor Terms and shall notify Issufy immediately upon becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of any password and/or login details. Issufy shall not be responsible for any losses, costs, damages or expenses arising out of the unauthorised use of the Investor Account.
3.3 The Investor acknowledges and agrees that the Issufy Platform is intended to be used only for the purposes of the Investor engaging with Issuers and/or Advisors in connection with certain Offerings and the Investor shall not use the Issufy Platform for any other purpose.
3.4 The Investor consents to its Profile being made visible to Issuers and/or the Advisors in connection with any Offerings as Issufy in its sole discretion deems appropriate.
4. USE OF WEBSITE
4.1 Subject always to compliance with the Website Terms and Conditions and to these Investor Terms, the Investor may access the Issufy Platform on a temporary basis to:
4.1.1 receive information about Offerings, which may include, amongst other things, basic information about Offerings such as the expected deal size, the listing exchange, the currency of the listing, the expected timetable and the profile of an Issuer;
4.1.2 download documents such as pathfinder document, pre-IPO research and draft of prospectus uploaded by the Issuer and/or the Advisor pursuant to the Offering;
4.1.3 express an interest in participating in the Offering;
4.1.4 provide structured valuation feedback and general quantitative and qualitative feedback, including responses to specific questions posed by the Issuer and/or the Advisor which the Investor acknowledges may be viewed directly by the Issuer and/or the Advisor;
4.1.5 upon receipt of a placing invitation from an Issuer and/or the Advisor, view detailed placing information, including, amongst other things, share based information and pre and post money equity valuations;
4.1.6 make demand indications in an Offering by stating its demand for shares across the price range set by the Issuers and/or the Advisors on the Issufy Platform for a period ending on the date specified by the relevant Issuer and/or the Advisor (the "Offer Period"), provided that the Issuer and/or the Advisor reserves the right, in its absolute discretion, to end the Offer Period early, or to extend the Offer Period. For the avoidance of doubt, the Investor shall be allowed to revise or revoke its demand indications at any point during the Offer Period and latest instruction will automatically override previous ones. All demand indications submitted by the Investor shall become irrevocable when the Offer Period closes; and
4.1.7 receive allocation results for a given Offering after a placing has been concluded by the Investors and/or the Advisors.
4.2 The Investor acknowledges that access to the Issufy Platform may be determined by Issufy in its absolute discretion and that Issufy has no obligation to provide access to the Issufy Platform to the Investor. The Investor acknowledges that Issufy reserves the right to withdraw, change or update any of the facilities, features, functionality and/or information offered via the Issufy Platform, or the availability of the Issufy Platform, at any time.
4.3 By accessing the Issufy Platform, the Investor acknowledges and agrees that:
4.3.1 information about its activities on the Issufy Platform ("Activity Data") may be captured and stored by Issufy with a timestamp and IP address and Issufy may disclose Activity Data to the Issuers, the Advisors and/or any other party as required by any Applicable Law (as defined in clause 4.4);
4.3.2 it may receive information about Offerings that fit within its preferences, as specified on its Profile and that in certain cases, it may also receive information about Offerings not related to its preference selection if it is specifically invited by the Investor;
4.3.3 the Investor is responsible for any information posted and/or content or documents uploaded onto the Issufy Platform using the Investor Account and Issufy will not be held liable for the accuracy of any such content, information and/or documents in connection with any Offering;
4.3.4 notifications in connection with an Offering may be made through the Issufy Platform;
4.3.5 any communication with the Issuers and/or the Advisors through channels other than the Issufy Platform is outside the scope of these Investor Terms and Issufy shall not be responsible for the same. The Investor indemnifies Issufy from any losses, costs, damages or expenses which arise or are incurred as a result of any communication conducted with any Issuer and/or Advisor outside of the Issufy Platform;
4.3.6 Issufy will not supply confirmations of any orders, and/or resulting transactions. Any such interaction will occur between the Investor and the Issuer and/or the Advisor (as applicable);
4.3.7 Issufy is not responsible for any and all settlement related activities associated with an Offering and is not involved in any capacity in the handling of client money or any activities related to the issuance of new shares associated with an Offering, including any activities related to the listing of shares; and
4.3.8 the Issuer and/or the Advisor has discretion to cancel or postpone an Offering in progress at any point for any reason and that any such decision is not associated with these Investor Terms or Issufy. Issufy will inform the Investors that are participating in the Offering of the cancellation or postponement of the Offering via the Issufy Platform (or such other electronic means as Issufy may in their sole discretion determine). The Investor should be aware that the Investor and/or the Advisor may provide more detailed information regarding the cancellation or the postponement of the Offering to Investors either via the Issufy Platform or through other independent electronic means at their sole discretion.
4.4 "Applicable Law" means all laws, statutes, rules and regulations of applicable governmental authorities, regulatory and self-regulatory authorities, including the constitution, by-laws, rules, notices, and published interpretations and policies of any applicable foreign or domestic government or government agency, self-regulatory organisation, exchange, market or clearing organisation (including articles, rules, processes or guidance of such exchange, market or clearing organisation) or any other applicable laws or rules prohibiting market abuse, insider dealing in securities or similar laws or rules in place, as in force from time to time.
5. THIRD PARTY SERVICES
5.1 The Investor acknowledges that its use of any Third Party Services may be subject to additional terms and conditions required by the provider of such services. "Third Party Services" means any service that Issufy may make available or enable access to through the Issufy Platform, but which is not provided directly by Issufy or its sub-contractors, and may include services provided through third party platforms and any regulated market, clearing house, central clearing counterparty or multilateral trading facility.
6. COMPLIANCE WITH LAW
6.1 The Investor acknowledges that an Issuer and/or Advisor may request additional documentation to satisfy their own applicable "Know Your Customer", sanctions list and anti-money laundering requirements (or similar) before the Investor can be authorised to proceed to access or engage with an Offering. These requirements are not associated with these Investor Terms and/or the Issufy Platform.
6.2 The Investor agrees to adhere to all reasonable requirements in respect of regulatory and/or legal compliance relating to any Offering to which it has access and/or its use of the Issufy Platform as may be notified by Issufy, a relevant Issuer and/or Advisor from time to time, and the Investor agrees to provide all such information and documentation as may be requested from time to time to ensure such compliance.
7.1 The Investor acknowledges that in certain cases charges or fees may be payable to third parties in connection with an investment pursuant to an Offering, and the Investor acknowledges that such charges or fees are not associated with these Investor Terms. The Investor warrants to Issufy that, if applicable, it will pay such fees or charges and will indemnify Issufy against any loss, liability, cost or expense resulting from the same.
7.2 The Investor acknowledges that charges or fees may be payable for any ancillary or bespoke services carried out by Issufy on request from the Investor, Issuer and/or the Advisor. Any such charges will be clearly disclosed to the Investor within a reasonable time and will be agreed between the Investor, the Issuer and/or the Advisor (as the case may be) and Issufy from time to time before commencement of any such ancillary or bespoke service.
8. NO RELIANCE
8.1 The Investor acknowledges and accepts that:
8.1.1 the Issufy Platform in part operates as a forum which is an integral part of an Issuer's Offering and is intended as a service to connect Issuers and/or Advisors with potential investors and be used as a channel to streamline the feedback gathering and book building process;
8.1.2 Issufy does not conduct investigation regarding any Issuer and/or Advisor and the content of their Offering, and accordingly Issufy makes no warranty or representation and assumes no liability in respect of the Issuers or the content of their Offering; and
8.1.3 it shall make its own assessment of the viability, accuracy and prospects of the Issuer, their Offering, and any relevant investment propositions and should consult its professional advisers should it require any assistance in making such an assessment or any services whatsoever in connection with an Offering.
8.2 The Investor acknowledges that Issufy does not provide the Investor with any advice or recommendations in relation to investments.
8.3 The Investor's attention is drawn to the fact that any evidence and/or supporting documents obtained from the Issuer and/or the Advisor itself has not been audited by Issufy and Issufy shall not be liable for any inaccuracies, incompleteness or forgery contained therein.
8.4 The Investor acknowledges that the Issufy Platform may contain statements that convey an Issuer's ambitions and that Issufy does not have a view on whether these will be fully realised. The Investor further acknowledges that Issufy encourages the Investor to consider the information provided in the context it is being provided in.
9.1 The Investor undertakes:
9.1.1 not to post any illegal, defamatory or inappropriate material or feedback on the Issufy Platform;
9.1.2 at all times to interact with an Offering (including by providing feedback and order indications in respect of an Offering) in its own name using its Investor Account and on its own behalf or on behalf of persons for whom the Investor is duly authorised;
9.1.3 that all feedback and pricing information submitted via the Issufy Platform in connection with an Offering is legitimate and submitted with a view to investing in the relevant Offering and that the Investor has all the appropriate approvals and consents in place in respect of the same;
9.1.4 that all opinion or intention expressed by the Investor to Issufy or any users of the Issufy Platform is made after careful consideration and is fair and made on reasonable grounds and any forward looking statement is based upon objective assumptions;
9.1.5 not to post any sensitive and/or confidential information without requisite authority and/or consent;
9.1.6 that any content uploaded to the Issufy Platform by the Investor will not:
188.8.131.52 be in any way unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect or violate any rule or regulation in any way;
184.108.40.206 infringe any other person's rights;
220.127.116.11 contain any Viruses or other contaminants that have the ability to modify, delete or damage Issufy's computer programs and hardware or the Issufy Platform; and
18.104.22.168 contain any materials that are libellous, defamatory, indecent, vulgar, obscene, pornographic, sexually explicit, harmful, harassing, intimidating, threatening, hateful, objectionable, fraudulent, discriminatory, abusive or racially, culturally, or ethnically offensive (or similar).
10. REPRESENTATIONS AND WARRANTIES
10.1 The Investor makes the representations and warranties set out in this clause 10 to Issufy on the date of registration and those that are deemed to be made by the Investor.
10.2 The Investor is an individual who is a professional investor or who is acting for, and authorised to, represent an eligible counterparty.
10.3 The Investor has the power and authority to enter into these Investor Terms and entering into these Investor Terms will not contravene, breach or conflict with its constitutional documents or any agreement binding on it with any type of stakeholder or entity.
10.4 The Investor resides in a territory where it is lawful to access the Issufy Platform and any Offerings to which it has gained access or otherwise engages with, and it is lawful for the Investor to receive information on such Offerings on the Issufy Platform and no local or national restrictions exist which are applicable to the Investor which would make viewing or participating in any Offerings unlawful.
10.5 All information disclosed to Issufy and users of the Issufy Platform at any time is true, accurate, not misleading and does not infringe any laws, regulations or the rights of any third party, including intellectual property rights.
11.1 The Investor will indemnify Issufy on demand and hold Issufy harmless against any costs, losses or liability which Issufy incurs as a result of:
11.1.1 any actions taken by an Issuer and/or an Advisor in respect of its use of the Issufy Platform;
11.1.2 any information which has been entered into the Issufy Platform by the Investor and is subsequently utilised by the Issuer and/or the Advisor during the Offering process;
11.1.3 any communication conducted with any Issuer and/or Advisor otherwise than through the Issufy Platform;
11.1.4 any audit of Issufy data requested and/or conducted by any relevant regulatory authority arising out of any dealing with the Investor; and
11.1.5 cyber-attacks or attacks of a similar nature on Issufy’s technology infrastructure caused in whole or in part by the Investor or anyone permitted to use the Issufy Platform on the Investor's behalf.
11.2 All property incurred out of pocket costs and expenses (including but not limited to legal fees) incurred by Issufy in connection with the enforcement, maintenance and protection of its rights under these Investor Terms shall be paid by the Investor within five business days of demand.
12.1 The Investor shall be allocated 100 megabytes of free storage capacity on the Issufy Platform ("Free Storage Capacity"), which shall be used solely by the Investor for the purpose of uploading documents relating to the legitimate use of Issufy and the Investor acknowledges and agrees that any usage of storage on the Issufy Platform above the Free Storage Capacity shall incur an additional charge as may be notified by Issufy to the Issuer from time to time, and which shall be paid by the Investor in accordance with the terms of the invoice for such fees issued by Issufy.
12.2 The Investor takes responsibility for any information it provides on the Issufy Platform, including any documents and content the Investor uploads, and undertakes not to post any sensitive and/or confidential information without the requisite authority and/or consent. Issufy will not be held responsible for such information and/or documents being misinterpreted or misused.
12.3 When the Investor uploads any content to the Issufy Platform, it warrants that any such content complies with the standards set out in this this Agreement, as well as any other term related to uploads, and that they will be liable to Issufy and shall indemnify Issufy for any costs, claims, losses or expenses Issufy incurs in respect of the same.
13.1 The Investor acknowledges and agrees that Issufy may, without liability to the Issuer, access, use, preserve and/or disclose all information and content to law enforcement authorities, government officials, and/or a third party, as Issufy believes is reasonably necessary or appropriate, or if Issufy is legally required to do so or if Issufy reasonably believes that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Investor Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Issufy, its users, a third party, or the public as required or permitted by law.
14. LICENCE GRANT AND INTELLECTUAL PROPERTY RIGHTS
14.1 Subject to the other provisions of the Agreement, Issufy grants to the Investor for the duration of these Investor Terms a revocable, non-exclusive, non-transferable right to access and/or use the parts of the Issufy Platform that the Investor is permitted by Issufy to access and/or use pursuant to these Investor Terms. Issufy warrants to the Investor that it has the right to grant the license granted by it in this clause 14.1. "Intellectual Property Rights" means all rights in or in relation to any and all patents, utility models, trade and service marks, rights in designs, get up, trade, business or domain names, copyrights, topography rights, rights in inventions, knowhow, trade secrets, rights in databases (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.
14.2 The Investor agrees and acknowledges that all Intellectual Property Rights in or in relation to the Issufy Platform (including algorithms owned by Issufy or its licensors) and their component parts are, and shall remain, vested in Issufy, its sub-contractors, providers of Third Party Services and/or licensors, as appropriate. Except as specifically licensed under these Investor Terms, the Investor shall not acquire any rights in relation to all or any of the Services or their component parts.
14.3 The Investor shall not tamper with, adapt, modify, copy, reproduce, publish, distribute, sell, sub-license, exploit, decompile, reverse engineer or disassemble all or any part of the Services or otherwise part with or make any use of the Intellectual Property Rights of Issufy, its sub-contractors, providers of Third Party Services and/or licensors, as applicable, except to the extent permitted under these Investor Terms or to the extent permitted by Applicable Law, nor submit to (or enter into) the Issufy Platform any information or data that infringes the Intellectual Property Rights of any third party.
15. DATA PROTECTION
15.1 Where Issufy receives any Personal Data from the Investor, it will ensure that it complies with the provisions of Applicable Laws and only deals with the Personal Data for the purposes envisaged under these Investor Terms. "Personal Data" has the meaning set out in the Data Protection Act 1998.
15.2 The Investor shall ensure that it has all necessary rights, permissions and consents required by Applicable Law to disclose Personal Data to Issufy for the purposes envisaged in this Agreement.
15.3 The Investor agrees and acknowledges that it is responsible for protecting and backing-up all data received by Issufy in the course of, or in relation to, the Investor's use of or access to the Issufy Platform, and for keeping its own records of its usage of and access to the Issufy Platform.
16. SECURITY AND CONNECTIVITY
16.1 The Investor agrees and acknowledges that the Investor's computer and communications terminals, devices (including mobile devices) and networks are beyond Issufy's reasonable control and, accordingly, Issufy shall not be responsible for the security of those terminals, devices and networks.
16.2 The Investor shall be responsible for ensuring the integrity and security of its own electronic systems. The Investor shall, at its own expense, employ such Virus scanning software and take such other precautions in respect of its use of and access to the Issufy Platform as is necessary to protect itself from Viruses. The Investor shall inform Issufy immediately if it becomes aware: (a) that any Virus has been transmitted to Issufy’s systems from the Investor's systems; (b) that any person other than users has accessed or used the Services; or (c) of any errors contained in the information it obtains through the Services. "Virus" means any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed.
17.1 The Investor acknowledges and agrees that:
17.1.1 information technology and telecommunications systems are not error-free;
17.1.2 the provision of any internet-based or online service may be subject to disruption;
17.1.3 the occurrence of any errors or disruptions in or to the Services shall not constitute a breach of these Investor Terms by Issufy;
17.1.4 Issufy has no liability to the Investor in respect of the Investor’s use of Third Party Services or for the acts or omissions of providers of Third Party Services and does not give any warranty or representation in respect of any third party materials, including as to the accuracy thereof;
17.1.5 save as required under Applicable Law, Issufy has no obligation to check that the use of the Issufy Platform by the Investor is in breach of any Applicable Law and disclaims all responsibility if the Investor breaches Applicable Law; and
17.1.6 the information provided through the Issufy Platform concerning the Offering is intended for use only in jurisdictions where such materials in respect of the Offering may be legitimately distributed.
17.2 Except as expressly set out in these Investor Terms and to the extent permitted by Applicable Law, Issufy disclaims all warranties, conditions, guarantees, representations and statements with respect to the Issufy Platform, either express or implied, whether by statute or otherwise, including any express or implied warranties as to accuracy, adequacy, timeliness, availability, correctness, completeness, merchantability, satisfactory quality or fitness for a particular purpose or use, and all warranties arising from the course of performance, course of dealing and usage of the Issufy Platform under Applicable Law.
17.3 Issufy shall have no liability in respect of and does not guarantee the successful investment in any Offering as a result of such Offering being transmitted through the Issufy Platform. The Investor acknowledges that the purchase of shares is an agreement between the Investor and the Issuer and/or the Advisor and that Issufy is not party to such agreement and cannot enforce the accuracy of information provided by the Issuer or payment by the Issuer.
18. LIMITATION OF LIABILITY
18.1 Subject to clause 18.3, Issufy's total aggregate liability whether in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations conducted by Issufy), statutory duty or otherwise shall be limited to a maximum aggregate amount of £10,000 or the service charge associated with a single Offering, if applicable, whichever is higher. This amount will be allocated among all parties claim pertaining to a single instance or a single Offering. .
18.2 Subject to clause 18.3, Issufy shall not be liable to the Investor for any:
18.2.1 economic losses (including loss of revenues, profits, contracts, business, data or anticipated savings), whether direct or indirect;
18.2.2 claim or demand from any third party (whether direct or indirect);
18.2.3 loss of goodwill or reputation (whether direct or indirect);
18.2.4 loss of data (whether direct or indirect); or
18.2.5 any special, incidental, indirect or consequential losses;arising under or in connection with these Investor Terms, whether or not the parties were aware of the possibility of that loss or damage occurring.
18.3 Nothing in these Investor Terms will exclude or limit Issufy's liability for death or personal injury resulting from its negligence nor for fraud or fraudulent misrepresentation by or on behalf of either party. Nothing in these Investor Terms will limit any liability to the extent that liability may not be excluded or limited by any Applicable Law.
19. FORCE MAJEURE
No party will be liable to the other party for failure to perform or delay in performing its obligations under these Investor Terms if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, acts of regulations of government or other authorities, war, fire, flood, explosions, civil commotion, strikes, or other industrial dispute, power failure, and, in respect of Issufy only, failure of computer or communications lines or terminals, devices, networks, connections or equipment, or failure or defects in any hardware, software or services owned or supplied by third parties. If such delay or failure continues for at least 14 days, the party not affected by such delay or failure will be entitled to terminate these Investor Terms by notice in writing to the other.
20. TERM AND TERMINATION
20.1 This Agreement shall commence upon the date of these Investor Terms and shall continue unless terminated on the earliest of the following dates:
20.1.1 subject to clause 20.2 below, seven days from the date the Investor serves written notice on Issufy at Issufy's registered office confirming such termination; or
20.1.2 seven days from the date Issufy serves written notice to the Investor.
20.2 If an Investor has an outstanding statement of interest in any Offering and which has not been closed in accordance with clause 20.4, the Investor may only serve the notice to terminate in accordance with clause 20.1.1:
20.2.1 served written notice by email on Issufy; and
20.2.2 has withdrawn his/her order from the ongoing Offering, and has obtained a statement of acknowledgement from the Investor or Advisor in writing.
20.3 Issufy may terminate these Investor Terms or suspend use or access to the Issufy Platform with immediate effect at any time in the event that:
20.3.1 Issufy determines or reasonably believes that the Issuer has breached these Investor Terms;
20.3.2 Issufy suspects that the Issuer and/or its officers or employees have been involved in any criminal, not or may not be operating in compliance with any Applicable Laws or regulations, or otherwise improper activities; or
20.3.3 the Issuer becomes insolvent.
20.4 If Issufy terminates these Investor Terms in accordance with clause 20.1 whilst the Investor has made a statement of interest in an Offering that is still live,Issufy reserves the right to inform the Issuer and Advisor of the termination and take such steps as are necessary to ensure that the Investor's statement is removed.
21. COMPLAINTS AND QUERIES
21.1 Should an Investor have any complaints or queries about the services provided by Issufy or these Investor Terms, they should contact Issufy by telephone on 0208 528 1659, or email Issufy at email@example.com, or write to Issufy at 88 Wood Street, London, England, EC2V 7RS.
21.2 Communications with, to, or from Issufy will be in the English language.
No failure or delay by a party to exercise any right or remedy provided under these Investor Terms or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
23. NO PARTNERSHIP OR AGENCY
Nothing in these Investor Terms is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
24. ASSIGNMENT AND VARIATION
24.1 Issufy may assign its rights, and the Issuer consents to Issufy transferring its obligations, under these Investor Terms in whole or in part to any entity.
24.2 The Investor shall not novate, assign or otherwise transfer any rights or obligations under these Investor Terms without the prior written consent of Issufy.
25.1 Issufy may amend the Agreement at any time: (a) with immediate effect or on such later date as it determines if it is, or reasonably believes it is, obliged to do so under Applicable Law; and (b) in any other circumstances, with no less than 10 days' prior written notice.
25.2 Without prejudice to clause 25.1 the Investor acknowledges that these Investor Terms may be amended by the Investor accepting the terms of any amendment proposed by Issufy using functionality available through the Issufy Platform (such as ‘click-through’ functionality). The Issuer agrees that Issufy shall be entitled to treat any individual purporting to accept any such amendment on behalf of the Investor as being duly authorised to do so.
25.3 In the event that such amendments are not acceptable to the Investor, then the Investor may terminate these Investor Terms by written notice to Issufy with effect from the date the amendments would otherwise have taken effect.
26.1 Any notice or other communication given to a party under or in connection with these Investor Terms shall be given in writing and may be delivered (i) by hand or (ii) sent by pre-paid first-class post or other next business day delivery service or (iii) by email using (in the case of the Investor) the details set out on the first page of these Investor Terms or (in the case of Issufy) at its registered office, and in the case of service by email, firstname.lastname@example.org.
26.2 Any notice or communication will be deemed to have been received (i) if delivered by hand, upon delivery, or (ii) if sent by email, at 9.00 am GMT on the next business day after transmission, or (iii) if sent by pre-paid first class post or other next business day delivery service within the United Kingdom, at 9.00 am GMT on the second business day after posting or, if outside of the United Kingdom and sent by pre-paid airmail, seven business days after posting, and in either case, if earlier, at the time recorded by the delivery service.
26.3 Each party may change its notice details by giving notice to the other party in accordance with this clause 26.
27.1 Each provision of these Investor Terms is severable, and if any of the provisions of these Investor Terms should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
27.2 The parties agree that regulations 9 (except for regulation 9(3)) and 11 of the Electronic Commerce (EC Directive) Regulations 2002 and any equivalent provisions under any Applicable Law shall not apply to these Investor Terms.
27.3 Each party acknowledges and agrees that no representations were made prior to entering into these Investor Terms and that, in entering into these Investor Terms, 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 party to these Investor Terms or not) other than as expressly set out or referred to in these Investor Terms. Nothing in this clause 31.3 shall limit either party's liability for fraud.
28. ENTIRE AGREEMENT
28.1 The parties agree that this Agreement, in addition to the terms contained in the Website Terms and Conditions shall constitute the entire agreement between the parties relating to the use of and access to the Issufy Platform and supersedes and extinguishes all previous representations, arrangements and agreements between the parties relating to its subject matter.
29. GOVERNING LAW AND JURISDICTION
29.1 These Investor Terms 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) will be governed by and construed in accordance with the law of England and Wales.
29.2 The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Investor Terms or its subject matter or formation (including non-contractual disputes or claims).