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Terms of Use (“Agreement”)

/Terms of Use (“Agreement”)

1. Introduction

1.1 We are Go4Venture Hub Limited (“we”, “us”, “our”). We operate an online service at go4venture.com (“the Platform”) which (a) provides information about any company that we allow to use the Platform (“Company”); and (b) arranges and facilitates introductions by registered users who are seeking to enquiries make contact with Companies (“Members”). We operate the Platform in our capacity as an appointed representative of Go4Venture Advisers LLP (our “Principal”). The corporate and regulatory details of us and the Principal are given in Clause 11.

1.2 This Agreement governs the operation of the Platform and its use by anyone we allow to use it, whether they are acting as a Company or an Member (“you”, “your” or “User”) (a) to view the information posted by Companies in accordance with this Agreement; and/or (b) to make enquiries via the Platform in accordance with this Agreement.

1.4 Unless we and you expressly agree otherwise, where we perform regulated activities with or for you, we will treat you as a professional client for the purposes of FCA Rules, and this constitutes our Client Agreement with you for those purposes.

1.5 By clicking the “Accept” button on the Platform, you acknowledge that you have read, understood and agreed to the terms of this Agreement and our Privacy Policy, accessible online at http://go4venture.com/privacy;

1.6 You should keep a copy of this Agreement and the Privacy Policy Document for your future reference. Unless stated otherwise, we will regard this Agreement as setting out all the terms agreed between you and us.

1.7 This Agreement will come into effect when you register as a new member on the Platform and continue unless cancelled by you under Clause 9.1 or terminated in accordance with Clause 9.1. If you have any questions you should contact us by telephone or e-mail.

2. Definitions and Interpretation

2.1 Capitalised terms in this Agreement and the Supplemental Documents that are not otherwise defined where they first appear shall have the following meanings:

Applicable Law: means all legal and regulatory obligations by which a party is bound (including FCA Rules).

Company Information: means corporate Information posted on the Platform by any Company in accordance with this Agreement.

FCA: means the Financial Conduct Authority and any successor body.

FCA Rules: means the Handbook of Rules and Guidance of the FCA.

Go4Venture Hub Information: means all Information delivered to you by us during your use of the Platform (including but not limited to market and Company information), including all copyright, database rights and all other intellectual property rights in such Information;

Information: means information in any form, including text, graphics and still and moving images.

Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: means the Company Information Service and/or the Information Service.

User Content: means Information posted by any User on the Platform, including Company Information, any comments or queries by Members and responses by Companies.

2.2 Clauses, schedule and paragraph numbers shall not affect the interpretation of this Agreement.

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.4 Words in the singular shall include the plural and vice versa.

2.5 Use of any gender includes other genders.

2.6 Headings are for reference only and shall be ignored in interpreting this Agreement.

2.7 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.8 Terms defined in FCA Rules which are not defined in this Agreement shall have the meaning set out in the Glossary of FCA Rules.

2.9 A reference to writing or written includes e-mail unless specifically stated otherwise in this Agreement.

This Agreement and the Platform

3. General

3.1 If you are entering into this Agreement on behalf of a company or other organisation, you confirm that you have the appropriate internal corporate authorisation to enter into this Agreement on behalf of such entity and that the entity on whose behalf you are entering into the Agreement accepts and will be bound by this Agreement.

3.2 You acknowledge that we and the Principal, may be required to make certain checks in order to comply with certain laws and regulations to prevent money laundering and terrorist financing (“AML Requirements”). You agree to supply on request to each of us and them, as the case may be, accurate and up to date Information to enable compliance with the AML Requirements.

3.3 We will arrange security details for accessing the Platform, including a user name, password, security questions (“Security Details”). You must keep the Security Details safe at all times and should not disclose them to any third party. You must tell us immediately if there is any breach of security, loss, theft or unauthorised use of any of the Security Details. You will be responsible for any use of the Security Details where you have allowed another person to use them deliberately, negligently or in breach of this Agreement.

The Services provided under this Agreement.

4. Company Information Service

4.1 Where agreed with us, and subject to our listing rules (“Listing Rules”) Companies may post Information on the Platform.

4.2 Information may (without limitation) relate to all or any of the following:

(a) Information as to the business of the Company;

(b) Information as to current commercial issues relating to the Company;

(c) Such other Information as we may in our discretion agree from time to time with the Company.

4.3 We may restrict access by Users to the Information in such a way which appears appropriate to us and which is in accordance with Applicable Law.

4.4 Unless expressly stated otherwise and subject to Applicable Law, Information is not to be regarded as:

(a) an invitation or inducement to invest; or

(b) advice on the merits of entering into any transaction in relation to Investments.

Information provided by the Company is not verified by us as accurate, nor is in any way an opinion of Go4Venture Hub.

4.5 We may enter into such agreements with Companies in relation to their activities on the Platform as we and our Principal shall consider appropriate, including as to payment of fees or charges by a Company.

4.6 We and our Principal shall comply with FCA Rules and Applicable Law relating to us and our role in relation to the Company Information.

4.7 Except as required by Applicable Law, we or our Principal shall not be responsible for the accuracy or completeness of the Company Information or any other User Content.

5. The Investment Service

5.1 We may from time to time make available on the Platform Investment Opportunities made available by Companies.

5.2 In order to be eligible to invest in Investment Opportunities you must:

(a) Meet our eligibility criteria published on the Platform from time to time (“Eligibility Criteria”) if you are an individual, be permanently resident in one of the listed countries (“the Territory”) United Kingdom and be aged 18 years or over;

(b) if you are not an individual, provide us with such confirmations of status and other documentation as we shall require;

(c) truthfully answer all appropriateness and other questions referred to in this Agreement; and

(d) complete all acknowledgements of risk warnings or other documents as required by us our Principal.

6. Our Role in relation to Investment Opportunities

6.1 We shall not advise you or make any personal recommendation as to any Investment. You are solely responsible for making your own independent appraisal and investigation of the risks of the investment. If you require specialist advice, you should consult your own appropriately qualified advisers

6.2 We shall not be responsible for the suitability of any Investment for you or any purpose for which you subscribe for it. You should consider carefully the terms of the Risk Disclosure Statement and any risk warnings in any Investment Document or on the Platform.

6.3 We may be responsible for assessing the appropriateness of Investment for you under FCA Rules, and we will require information from you as to your knowledge and experience of investment in our “Appropriateness Questionnaire”. It is important that you answer all questions we put to you in the Appropriateness Questionnaire fully and truthfully. We may be required under FCA Rules to give you a specific warning if the information you provide to us suggests that an investment via the Platform (or any specific Investment) is not appropriate for you. We shall have no further obligation to you in the event that there is any indication that Investment is not (or may not be) appropriate for you. We reserve the right in our absolute discretion to refuse to allow you to become a User or an Member or make an Investment (but subject to FCA Rules shall not be obliged to do so) if your answers to the Appropriateness Questionnaire suggest to us that Investments generally via the Platform or any specific Investment may not be appropriate for you.

7. Potential Sale of Investments

7.1 We may provide such assistance and support as we consider to be permitted by Applicable Law in introducing potential buyers and sellers of Investments to each other to negotiate any potential sale independently of us and the Platform.

7.2 Investments available view the Platform are, however, not listed or admitted to trading on any investment exchange, multilateral trading facility or other market and neither we nor the Principal is acting as an investment exchange, multilateral trading facility or other public market.

8. Representations and Warranties

8.1 By agreeing to the terms of this Agreement, you represent and warrant to us andthe Principal that:

(a) all information you provide to us during your registration and at any time thereafter is true and accurate in all respects;

(b) you are duly authorised to execute and deliver this Agreement, to make Investments via the Platform and to perform your obligations under this Agreement and the Privacy Policy Document and have taken all necessary action to authorise such execution, delivery and performance;

(c) you are entering into this Agreement as principal and not on behalf of any third party;

(d) Your entry into this Agreement will not violate any Applicable Law.

9. User Content and Information

9.1 You represent, warrant and undertake to us that the User Content will not infringe the rights of any third party, including intellectual property rights, privacy, publicity or other personal or proprietary rights; or will contain libellous, defamatory or otherwise unlawful material. In addition, you undertake not to:

(a) use the Platform to:

(i) harvest or collect email addresses or other financial, personal or contact information of other users of the Platform from the Platform by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Platform;

(ii) to create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from this Platform otherwise than for your own personal records (and except where expressly permitted on the Platform);

(iii) to transmit or re-circulate any material obtained from this Platform to any third party except where expressly permitted on this Platform;

(iv) use the Platform in any unlawful manner or in any other manner that could damage, disable, overload or impair the Platform or the servers on which it is hosted;

(v) use automated scripts to collect information from or otherwise interact with the Platform;

(b) upload, post, publish, display, transmit, share, store or otherwise make available on the Platform any content that we may deem:

(i) to be misleading, harmful, threatening, unlawful, libellous, defamatory, infringing of any intellectual property rights, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

(ii) to contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(iii) to be unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(iv) to be the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, National Insurance numbers or other identifiers, credit card numbers and/or debit card numbers;

(v) to be an attempt to promote or market any goods or services for your own financial benefit;

(c) register on the Platform more than once or register on the Platform on behalf of an individual other than yourself, or register on the Platform on behalf of any entity without that entity’s prior written authorisation;

(d) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;

(e) use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the Platform;

(f) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;

(g) use the Platform in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with this Agreement.

9.2 Subject to FCA Rules, you are solely responsible for your User Content which you post on the Platform. You may not post, transmit, or share Information or User Content on the Platform that you did not create or that you do not have permission to display, publish or post. You understand and agree that we may, but are not obliged to, review the Platform and may delete or remove (without notice) any Information, including User Content, in our sole and absolute discretion, for any reason or no reason, including without limitation User Content that in our own absolute discretion violates any provision(s) of this Agreement. You are solely responsible at your own cost and expense for creating backup copies and replacing any User Content.

9.3 When you post your User Content, you authorize and direct us to make such copies of it as we consider necessary in order to facilitate the publication, display and storage of the User Content on the Platform. By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion of it, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time, subject to the provisions of this Agreement and except as otherwise agreed with you. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of your User Content.

9.4 You indemnify each of us and the Principal, and each of our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including legal fees and expenses, arising out of or in connection with any of your User Content, other use of the Platform, your conduct in connection with the Platform and with other users of the Platform, and any breach by you of this Agreement or of any Applicable Law or the rights of any third party.

9.5 You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

9.6 Subject to FCA Rules and the provisions of this Agreement, we are not responsible for third party content downloaded or any content posted by users on the Platform.

9.7 We welcome ‘links’ to the home page of our Platform, but not ‘deep linking’ by which we mean that you may not include a link to any page of our Platform that is not the home page. You must not display the contents of our Platform (or any page from it) or allow it to be displayed surrounded or framed or otherwise surrounded by material not originating from us without our prior written consent. If you would like to licence our material, please email jmd@go4venture.com.

9.8 The Information provided via the Platform is intended solely for use by persons and organisations that meet the eligibility criteria set out in Section 4 and 5 above (as the case may be). This Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. Investment is available only to those in the United Kingdom and territories covered by MIFID regulations unless we specifically agree otherwise.

10. Use of Go4Venture Hub Information

10.1 Go4Venture Hub Information and all the Intellectual Property Rights in Go4Venture Hub Information workings of the www.go4venture.com facility is either owned by us or our licensors. Any use of Go4Venture Hub Information otherwise than in accordance with this User Agreement entitles us to cancel your access to the Services. You may:

(a) display Go4Venture Hub Information on a computer screen or take a reasonable number of copies for your records or store Go4Venture Hub Information in electronic form on your computer, provided that such copies and any stored Go4Venture Hub Information is only used for your own personal and non-commercial purposes (or, if you are a Company or Member, for use internally for your own internal business purposes and not for commercial exploitation);

(b) not reproduce, modify or in any other way commercially exploit any of Go4Venture Hub Information. In particular, but without limiting the generality of the previous sentence, you may not do any of the following without our prior written consent (which may be withheld for any reason):

(i) redistribute any of Go4Venture Hub Information;

(ii) remove any copyright, trade mark or other notice included with Go4Venture Hub Information;

(iii) create a database in electronic or structured manual form by systematically downloading and storing all or any such Information.

10.2 None of the Hub Exchange Information will provide more than indicative results and cannot be relied upon as a guarantee of any particular result.

10.3 We will use reasonable skill and care in the supply of Go4Venture Hub Information to you. Due to the number of third party sources from which Go4Venture Hub Information is obtained and the nature of distribution of Information via the Internet, we cannot guarantee, warrant or represent that:

(a) Go4Venture Hub Information is complete, accurate, up-to-date or error-free;

(b) the Platform is virus free or that their operation will be continuous, uninterrupted or error-free.

10.4 The Platform contains links to other Internet sites and telephone numbers for services provided by others. The availability of such third party sites, services or material does not constitute any form of recommendation, advice, endorsement or publication of any such third party sites, services or material and we are not responsible for their availability or Information.

10.5 None of the Information on the Platform, and in particular, neither the User Content nor Go4Venture Hub Information, can be relied upon by you or any third party as a guarantee of any particular result, nor does any such Information constitute any form of advice, recommendation or endorsement by us, and it is not intended to be relied upon by you as the basis for making (or refraining from making) any specific decision.

10.6 You download the Information on the Platform, and in particular the User Content and the Go4Venture Hub Information, at your own discretion and will be exclusively responsible for any damage to your computer or any lost Information that results from you downloading any such Information.

10.7 We are not responsible or liable in any manner for any User Content or any Information posted on the Platform by third parties. Although we provide rules for user conduct and postings, we do not control and are not responsible for what Customers or other users post, display, upload, publish transmit or share on the Platform and are not responsible for any Information that breaches or is of a kind that might breach any provision of this User Agreement. We are not responsible for the conduct, whether online or offline, of any Member, Company or other user of the Platform.

10.8 The Platform, the User Content, Go4Venture Hub Information and all other Information on the Platform, are provided “as-is” and we disclaim any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the Platform or any Information on it. We do not represent or warrant that software, content or materials on the Platform are accurate, complete, reliable, current or error-free or that the Platform or its servers, or any software applications are free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of any such software, Information or materials and use industry-recognised software to detect and disinfect viruses. Without limiting the foregoing, you understand and agree that you download or otherwise obtain User Content, Go4Venture Hub Information and all other Information, material or software (including any mobile client) from or through the Platform at your own discretion and risk and that you will be solely responsible for your use thereof and any damages to your device or computer system, loss of Information or other harm of any kind that may result.

10.9 We reserve the right to change any and all Information, software and other items used or contained in the Platform offered through the Platform at any time without notice.

11. FCA Authorisations and Rules

11.1 All Users should note:

(a) The registered address of Go4Venture Hub Limited is 10 Wellington Street, Cambridge, CB1 1HW.

(b) Go4Venture Hub Limited is an appointed representative of Go4Venture Advisers LLP which is authorised and regulated by the Financial Conduct Authority under number 490625 with its registered address at 10 Wellington Street, Cambridge, CB1 1HW (“the Principal”)

(c) Office details for the Principal are Go4Venture Advisers LLP, 10 Wellington Street, Cambridge, CB1 1HW.

11.2 For regulatory purposes, Investment Document(s) and Information may be financial promotions for the purposes of FCA Rules and, to the extent that they are financial promotions, will be approved by the Principal in accordance with FCA Rules. Members should note that we and the Principal undertake reasonable due diligence in accordance with FCA Rules, but because of the nature of the Platform and the Information provided, our investigation is necessarily limited. We and the Principal rely on factual information and reasonable assurances provided by the Companies and do not conduct a detailed audit of any Company.

11.3 As a Member you acknowledge that you understand and accept that the Platform operates as a platform intended to introduce investors and Companies to each other and to provide Information to those who require it. Only limited investigation of Information provided is undertaken by the Principal or us. Subject to FCA Rules, you are responsible for making your own assessment of the viability, accuracy and prospects of each Company and the investment opportunities (as well as any Information) they may make available. If you are in doubt or require any assistance in making such an assessment, you should consult professional advisors.

12. Liability – all Users

12.1 You shall be liable to us and the Principal for any loss or damage suffered by us as a foreseeable result of your breach of this Agreement or any other agreement between you and us or you and the Principal or any person providing services under this Agreement, or for your negligence or fraud.

12.2 We shall only be liable to you for any loss or damage which results as a directly foreseeable consequence of our breach of this Agreement, or our negligence, wilful default or fraud.

12.3 The Principal shall only be liable to you for any loss or damage which results as a directly foreseeable consequence of its breach of this Agreement, or its negligence, wilful default or fraud.

12.4 The Principal’s and our liability shall be subject to any specific limitations expressly set out in this Agreement. In particular, and without limitation, the Principal’s and our liability and responsibility in respect of financial promotions is subject to Sections 16.2 and 16.3.

12.5 The Principal’s and our liability to you in respect of any Investment shall be limited to the amount paid by you or agreed to be paid in relation to any such Investment.

12.6 Except to the extent prohibited by Applicable Law, neither we nor the Principal will be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by us and/or the Principal under this Agreement.

12.7 In accordance with clause 4.7, neither we nor the Principal will be responsible for the completeness or accuracy of Information posted by Company.

12.8 Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under FCA Rules, and in the event of any conflict between the terms of this Agreement or FCA Rules then FCA Rules (as the case may be) will prevail.

12.9 Nothing in this Agreement shall limit our liability (or the liability of the Principal) for personal injury or death, or for any other liability which may not be excluded by Applicable Law.

12.10 No party shall be liable for any failure or delay in the performance of any obligation under this Agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.

13. Termination – all Users

13.1 We may terminate this Agreement by notice in writing to you at any time in the event that:

(a) you are in material breach of any term of this Agreement or any Supplemental Document; or

(b) we suspect that you have used the Platform, or intend to use the Platform, for the purpose of an illegal activity.

(c) You may terminate this Agreement at any time.

13.2 Following termination of this Agreement, we will provide you with limited access to the Platform and your User Account for a period of 7 days to download any of your User Content or information relating to enquiries made by you via the Platform. Upon the expiry of that 7 day period, your access to your User Account and the Platform will be terminated and we will have no obligation to store or provide you with access to any information relating to your activity on our Platform.

14. Complaints – all Users

14.1 If you want to make a complaint about us or the Principal you can email info@go4venture.com, with brief details of your complaint and your account username and email address.

14.2 Complaints will be dealt with in accordance with the FCA Rules. In addition, you may have the right subsequently to complain direct to the Financial Ombudsman Service (“FOS”) if you are an eligible complainant. We hope you will be satisfied with our outcome, but if not, you are entitled to refer your complaint to the Financial Ombudsman Service at: Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14 9SR or call 020 7964 1000. A copy of our complaints handling procedure is available on request and will otherwise be provided in accordance with the FCA Rules. Details of the FOS jurisdiction and procedures is at www.financial-ombudsman.org.uk.

14.3 If we or the Principal are unable to meet our obligations to you in connection with services provided in connection with an Investment, you may be able to claim compensation from the Financial Services Compensation Scheme (“FSCS”). Under the FSCS, an eligible investor is currently entitled to claim up to £50,000 in respect of investment services. For further information about the FSCS (including amounts covered and eligibility to claim) please see the FSCS website at www.fscs.org.uk or telephone the FSCS on 0800 678 1100.

14.4 You shall only be entitled to complain to FOS or receive compensation from FSCS if we or the Principal have breached certain duties to you (including obligations under FCA Rules). This does not include, for example, a Company in which you have invested becoming insolvent or otherwise failing to comply with any obligation it owes to you as a Member.

15. Notices – all Users

15.1 Except as otherwise expressly provided in this Agreement, any communication in writing may be given by post to the last known postal address that we hold for you or you hold for us, or email to the email address last notified by you to us or by us to you.

15.2 Communications sent:

(a) by post will be treated as received by you three Business Days after posting; and

(b) by email they will be treated as received immediately upon sending, so long as we do not receive notice of non-transmission or non-receipt.

15.3 We and the Principal may also (where allowed to do so by Applicable Law) communicate with you by posting information in your user account or otherwise via general or specific notice on the Platform, in which case the information will be treated as received by you when it is posted by us or the Principal, as the case may be.

16. Amendments to this Agreement – all Users

16.1 We may amend this Agreement by giving you notice via the Platform.

16.2 We will only make changes:

(a) where we consider that a change will make the Agreement clearer or no less favourable to you; or

(b) to introduce new systems or technology; or

(c) to introduce new products or services or new ways of doing business or making payments; or

(d) to implement changes required by FCA Rules, or other Applicable Law or to reflect any change in regulatory status affecting us or any other person providing services under this Agreement; or

(e) to provide for others to supply services in connection with this Agreement (including changing or adding any person to act as FCA-authorised principal, or to supply the Custody Service or the Payment Service);

(f) to correct any errors or discrepancies of which we have become aware; or

(g) to make changes which we reasonably consider necessary to reflect developments, requirements or expectations in the commercial areas covered by the Platform or the Services, such as crowdfunding, venture capital and investments in unlisted securities.

16.3 We will give you 14 days’ notice of any change except where we consider that such change is required by FCA Rules or other Applicable Law or is beneficial to you. If you are not happy with any changes to this Agreement, you may terminate this Agreement in accordance with Clause 17. This will not affect any Investment for which you have subscribed (or any commitments or Bids you have made) before the date on which you give us notice of termination.

17. General – all Users

17.1 This Agreement is supplied in English and all communications between us, (including any communications or documentation passing between us before entering into any contract), will be in English.

17.2 This Agreement and any additional document is governed by English law and the courts of the United Kingdom will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto, although we retain the right to bring proceedings against you for a breach of this Agreement in your country of residence or any other relevant country.

17.3 Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. For the avoidance of doubt, both we and the Principal are parties to this Agreement and both we and the Principal may enforce its terms.

17.4 If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction or regulatory authority, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver by us of, or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.

17.5 The provisions of this Agreement are personal to you and you shall not assign or transfer any of your rights or obligations under this Agreement.

17.6 We may assign our rights and obligations under this Agreement to any other company in our group, including a parent company or subsidiary.

17.7 We shall be not be obliged to disclose to you any information, consider or to take into account any information or other matters which come(s) to our notice or the notice of any of our employees, directors, agents, sub-contractors or associates:

(a) but does not come to the actual notice of the person dealing with you; or

(b) where such disclosure, consideration or taking into account would, or we reasonably believe that it would, be a breach of any duty of fidelity or confidentiality owed to any other person.

17.8 This Agreement was last revised on 31 August 2015 and this version supersedes previous versions subject to the term of this Agreement.