In these Terms and Conditions:
"the Subscriber", or "you" means [INSERT CORPORATE DETAILS OF SUBSCRIBER COMPANY/BUSINESS];
"the Provider" or “SYMCA” or "us" or "we", means the South Yorkshire Mayoral Combined Authority of 11 Broad Street West Sheffield S1 2BQ
1. OUR CONTRACT
1.1 By accepting these Terms and Conditions, you agree that with effect from the date of your first use of the Platform you agree that with effect from the date of signature, that you will be bound by these terms and Conditions which form the contract ("the Contract") between you and us for the provision of the Services (as described in clause 3 below), in consideration for which you agree to comply with your obligations as described in clause 4.
1.2 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. EXCLUDED SERVICES
2.1 You acknowledge and agree that the Provider is not regulated by the Financial Conduct Authority and as such does not offer investment advice. Before proceeding with any investment, you should seek professional advice from a regulated individual/business including in regard to financial, legal, tax and accounting implications.
2.2 Any decision made by you as to whether to proceed with any investment with anyone introduced to you by us, is a decision to be made by you only. We do not provide any warranty of suitability or any recommendation or endorsement as to the suitability of any particular investment, whether generally, or for your business.
3. SERVICES PROVIDED
3.1 In entering into the Contract we will provide the following services ("the Services")
3.1.1 the grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Platform solely for your internal business operations which shall include downloading and reviewing pitches for investment.
4. YOUR OBLIGATIONS
4.1 You agree that you will:
4.1.1 Co-operate with us in all matters relating to the Services;
4.1.2 provide at the request of SYMCA feedback on any pitches you have reviewed for business with confirmation of your decision whether to invest or not and the reasons for your decision including an assessment of the strengths and weaknesses.
4.2 You agree that:
4.2.1 you will treat all information obtained through the Platform in the strictest of confidence and to not share such information with third party other than your own professional advisers;
4.2.2 you will conduct your own analysis and due diligence to determine the appropriateness of any investment you make in any company to which you are introduced through the Platform. As a result, you recognise and agree that neither SYMCA, its representatives or agents are responsible or liable in any way for any investment decision you make as a result of accessing the Platform. The choice to use and the manner of utilisation of information and knowledge gained through the Platform your individual and personal choice;
4.2.3 you will make any equity or other investment transaction directly with the respective company or through your own legal advisers; and
4.2.4 should you come into possession of confidential or non‐public information about a company, you will safeguard the information from the public and not intentionally or inadvertently communicate it to any person unless the person has a need to know the information for legitimate business reasons. You will not disclose confidential or proprietary information obtained as a consequence of accessing the Platform to third parties without express authorisation from the entity whose confidential information it is.
5. LIABILITY
5.1 The limits and exclusions in this clause reflect the scope of Services and insurance cover of the Provider. The Subscriber is responsible for making its own arrangements for the insurance of any excess loss.
5.2 References to liability in this clause include every kind of liability arising under or in connection with the Contract including any liability in tort (including negligence), misrepresentation, restitution or otherwise.
5.3 Nothing in the Contract limits any liability of the Provider which cannot be legally limited, including but not limited to liability for:
5.3.1 death or personal injury caused by negligence;
5.3.2 fraud or fraudulent misrepresentation; and
5.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.4 Subject to paragraph 5.3 above, the Provider's total liability to the Subscriber for all loss or damage shall not exceed the total Charges paid by the Subscriber for the Services to which the claim relates.
5.5 Subject to paragraph 5.4 above, the Provider is not liable for any of the following types of loss, liability for which is wholly excluded:
5.5.1 loss arising from any agreement, understanding, investment, relationship or association between the Subscriber and any investor introduced by the Provider;
5.5.2 loss of profits;
5.5.3 loss of sales or business;
5.5.4 loss of agreement or contract;
5.5.5 loss of use or corruption of data, software or information;
5.5.6 loss of or damage to goodwill; and
5.5.7 statements made, or the acts and omissions of any investor or potential investor introduced by the Provider (vii) indirect or consequential loss.
5.6 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6. GENERAL TERMS
6.1 The Provider may terminate the Contract in the event that the Subscriber:
6.1.1 commits any material breach of Contract and fails to remedy the breach within 10 days of being requested to do so;
6.1.2 the Subscriber takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with creditors;
6.1.3 the Subscriber's financial position deteriorates to such an extent that in the Provider's opinion, the Subscriber's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
6.2 If any provision in this Agreement is held by any court of competent authority to be illegal, invalid or unenforceable then such provision will be deemed to be deleted from this Agreement but the remainder will remain in full force and effect.
6.3 The Provider shall not be in breach of contract or liable for any delay in performing the Services to the extent caused by any event, circumstances or cause beyond its reasonable control. In particular, the Provider reserves the right to provide online pitching sessions, or to move the location or time of a pitching session due to any event outside of its reasonable control, including but not limited to where required by law or recommended by government or regulatory authority.
6.4 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
6.5 Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6.6 This Contract and any dispute or claim arising out of or in connection with it (including non- contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle and dispute or claim so arising.
6.7 You agree to be bound by these Terms and Conditions (the Contract) with effect from the date of the first use of the Platform.