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Terms and conditions

General terms and conditions

1 INTERPRETATION
1.1
The following definitions apply in this document:
(a)       Agreement means this Contractor Agreement.
(b)       Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the City of London.
(c)       Confidential Information means any written or verbal information that:
i          Details the Product or the business of the Company;
ii         Is identified by either party as confidential and/or proprietary
(d)       General Conditions means the provisions set out in the section of this Agreement entitled ?General Conditions?.
(e)       Government Agency means a Government or government department or other body, or person (whether autonomous or not) who is charged with the administration of a law.
(f)       Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(g)       Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to such registrations.
1.2 Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
(a)       The singular includes the plural and the opposite also applies.
(b)       If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(c)       A reference to a clause refers to clauses in this Agreement.
(d)       A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
(e)       Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
(f)       A reference to a party to this Agreement or another agreement or document includes that party?s successors and permitted subcontractors, substitutes and assigns (and, where applicable, the party?s legal personal representatives).
(g)       A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(h)       A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, Products, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

2 RELATIONSHIP
2.1
Contractor warrants that it is an independent service provider to the Company and that it is not an employee or partner of the Company in any way.
2.2 Contractor will not:
(a)       Hold itself out as an agent of the Company; or
(b)       Incur obligations or liabilities on behalf of the Company unless the Company provides written permission.

3 KEY OBLIGATIONS
3.1
Contractor will:
(a)       Ensure that the Services are provided in accordance with the specific requirements of the Product, standards and timeframes (if any) outlined in this Agreement or otherwise by the Company in writing;
(b)       comply with all the relevant laws and industry standards in respect of providing the Services.
3.2 The Company will:
(a)       Ensure that Contractor has access to all the:
i       Resources, personnel, electronic systems and premises required to provide the Services; and
ii       All facilities and materials and information reasonably requested for Contractor to do its job;
(b)       Establish and maintain clear channels of communication at all times with Contractor; and
(c)       Promptly provide Contractor with directions, instructions or information which are requested by Contractor and which are reasonably required to assist Contractor in the performance of its obligations under this document.

4 SHARES
4.1
Any grant, issue or allotment of Shares shall remain subject to approvals and discretion of the Directors of the Company.
4.2 As a condition precedent to any Shares being held by the Contractor, the Contractor must adhere to and agree to be bound by the terms of the Shareholders Agreement (if any) and Articles of Association of the Company. Applicable at the time of signature of this Contractor Agreement.
4.3 Any Shares shall be held by the Contractor subject to the vesting provisions under the Shareholders Agreement and Articles of Association of the Company, including forfeiture of some or all of the Shares following any termination of this Agreement.
5 FEES, invoicing &payment
5.1
The Company shall pay the Fees and reimburse any expenses necessary for the Services and/or Projects, conditional on receipts and prior written approval from the Company.
5.2 Contractor must render a valid tax invoice to the Company for any Fees payable for Services.
5.3 The Company agrees to pay any valid tax invoice issued by the Contractor promptly and within the stated time frame, which in default shall be 14 days from the date of the tax invoice.
5.4 The Company shall be entitled to withhold any amount owed to Contractor against any amount payable by Contractor to the Company.
5.5 If the Company fails to pay an amount due under this Agreement by a due date, Contractor may charge additional administration costs and interest on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998 .

6 VAT
6.1
All payments made under this Agreement are specified exclusive of VAT.
6.2 If any payment pursuant to this Agreement is subject to VAT, the payment due shall increase by an amount equal to the chargeable VAT, provided that a valid VAT invoice has been provided.

7 INTELLECTUAL PROPERTY
7.1
Any Intellectual Property generated by Contractor and provided as part of the Services, that is related to the Product/Service (Product IP ) is owned absolutely by the Company and vested in the Company immediately.
7.2 To the extent that Contractor may at any time acquire any Intellectual Property Rights in the Product IP in or from the Services, Contractor agrees to assign (or procure the assignment from any copyright author) to the Company all such rights, title and interest to the Product IP.
7.3 The Company grants Contractor a non-exclusive, perpetual, non-transferable, royalty free and worldwide licence to use the Product IP as necessary to perform the Services.
7.4 In addition to this Agreement, the Company may require the Contractor to enter into a separate written agreement to govern the assignment of Intellectual Property Rights from Contractor to the Company, the terms of which shall prevail if there is any inconsistency with the terms of this Agreement.

8 CONFIDENTIALITY
8.1
Each party will keep all Confidential Information in confidence during the Term of this Agreement and on an ongoing basis after the Term of this Agreement.
8.2 Confidential Information does not include information that the relevant party can establish:
(a)       Was in the public domain at the time it was disclosed;
(b)       Was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or
(c)       Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
8.3 Each party must not:
(a)       Use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or
(b)       Disclose any of the Confidential Information except in accordance with clauses 8.4 or 8.5.
8.4 Each party may disclose Confidential Information to its personnel if:
(a)       The disclosure is required to perform its obligations or to exercise its rights under this document; and
(b)       Prior to disclosure, the party informs the recipient of the obligations in relation to the Confidential Information under this document;
8.5 Subject to clause 8.6, each party may disclose Confidential Information that is required to be disclosed:
(a)       By law or by order of any court or tribunal of competent jurisdiction; or
(b)       By any Government Agency, stock exchange or other regulatory body.
8.6 If a party is required to make a disclosure under clause 8.5, that party must:
(a)       To the extent possible, notify the other party immediately it anticipates that it may be required to disclose any of the Confidential Information; and
(b)       Only disclose Confidential Information to the extent necessary to comply.
8.7 Upon termination of this Agreement or reasonable request return or take practical steps to destroy Confidential Information disclosed to that party.

9 DISPUTE RESOLUTION
9.1
If any dispute arises between the Company and Contractor in connection with this Agreement (Dispute ), then either party may notify the other of the Dispute with a notice (Dispute Notice ) which:
(a)       Includes or is accompanied by full and detailed particulars of the Dispute; and
(b)       Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
9.2 Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the Company and Contractor must meet and seek to resolve the Dispute.
9.3 Subject to clause 9.4, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
9.4 Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
9.5 Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

10 LIABILITY
10.1
In no circumstances will either party be liable for any incidental, consequential or indirect damages, loss or corruption of data, or any other similar or analogous loss resulting from the Company?s access to, or use of, or inability to use the Services, whether based on warranty, contract, tort, negligence, in equity or any other legal theory.
10.2 Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

11 TERMINATION, amendment and assignment
11.1
Either party may terminate this Agreement in accordance with the Notice Period, or summarily by giving the other party 5 Business Days written notice if the other party:
(a)       Has not remedied a breach after being given reasonable notice;
(b)       Has committed a breach incapable of remedy;
(c)       Is insolvent, bankrupt or otherwise incapable of paying its debts; or
(d)       Has a controller, receiver or other administrator appointed.
11.2 Any variations to Fees and/or Services must be made in writing and agreed by the parties. This Agreement can only be amended, supplemented, replaced or novated by another agreement executed by the parties.
11.3 Each party to this Agreement may only assign or otherwise create an interest in their rights under this document with the written consent of each other party.

12 ELECTRONIC COMMUNICATION &Notices
12.1
In this clause, electronic communication has the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002.
12.2 The parties acknowledge and agree that this Agreement is binding upon each party if executed digitally and conveyed by electronic communication.
12.3 A consent notice or communication under this agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
12.4 Notices must be sent to the parties? contact details as specified in item A of the Particulars.
12.5 Transmission of an executed counterpart of this agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. Each party shall provide the others with any original of such counterpart as soon as reasonably possible thereafter.

13 GENERAL
13.1
Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
13.2 Relationship. The relationship of the parties to this agreement does not form a joint venture, partnership, employment, trust or agency.
13.3 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.
13.4 Waiver. No clause of this agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
13.5 Further Action. Each party must do anything reasonably necessary (including executing agreements and documents) to give full effect to this Agreement.
13.6 Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Agreement.
13.7 Inconsistency. If this Agreement is inconsistent with any other preceding document or agreement between the parties, this Agreement prevails to the extent of the inconsistency.
13.8 Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
13.9 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
13.10 Survival. Any indemnity or obligation of confidence under this Agreement is independent and survives termination of this Agreement. Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.
13.11 Governing Law. This Agreement is governed by the laws of England &Wales. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction in England.

END GENERAL CONDITIONS

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