Issuers Terms & Conditions
Terms & Conditions
By using the Website in any manner, including, but not limited to, visiting or browsing the Website or contributing content, information, or other materials or services to the Website, you agree to be bound by this Agreement.
The information provided by us on the Website is not in any way an invitation or recommendation to buy any products or services featured and you should seek appropriate independent advice.
We will endeavour to allow uninterrupted access to the Website, but access to the Website may be suspended, restricted or terminated at any time.
We reserve the right to change, modify, substitute or remove without notice any information on the Website from time to time.
We assume no responsibility for the contents of any other websites to which the Website has links.
1.1 The trading name Business Agent is owned by Business Agent Ltd, which operates the Website, provides services to crowdfunding platform operators and makes the Website available to you in accordance with clause 2. Business Agent Ltd's registered office is at Peerglow Centre, Marsh Lane, Ware, Herfordshire, SG12 9QL, registered company number 08819159. References to "Business Agent" or "we" or "us" in this Agreement shall refer to Business Agent Ltd, unless otherwise specified.
1.2 Crowdfunding is the practice of funding a project or venture by raising money through a large number of people typically on the internet.
1.3 "Equity Crowdfunding" is the practice of funding a company in return for shares and is a regulated activity.
1.4 An "user" is an individual or business who buys shares pursuant to Equity Crowdfunding.
1.5 An "Issuer" is a business that issues equities or debt-based securities to raise finance through the Crowd.
1.6 The term "Crowd" in this instance is used when describing users on the internet or offline that are collaborating to support a project by investing in an Issuer.
1.7 Various persons may access our website, including other crowdfunding platform operators, business brokers, individual business sellers, issuers, commercial advertisers, potential users and business buyers ("Users"). Business Agent's fees are generally paid by crowdfunding platform operators, who enter into separate agreements with us.
1.9 For the purposes of the Handbook of Rules and Guidance of the Financial Conduct Authority ("FCA"), Business Agent will treat the crowdfunding platform operators whom you access directly through the Website as its clients. We will treat you as a corporate finance contact and not as our client, although you may be a client of the crowdfunding platform operators whose services you access through the Website.
2. SUMMARY OF WEBSITE FUNCTIONALITY:
2.1 Business Agent Limited is authorised and regulated by the Financial Conduct Authority (FRN: 669880). For the purposes of the FCA rules, Business Agent will treat the crowdfunding platform operators which you access through the Website as its clients, as these operators pay our fees. We will treat you as a corporate finance contact and not as our client, although you may be a client of the crowdfunding platform operators whose services you access through the Website. Accordingly, you are responsible for any investment decisions you make and should seek advice from an appropriately authorised firm if you are not comfortable making those decisions independently.
2.2 Business Agent is an advertising platform that aggregates investment opportunities for the purpose of generating extra business for crowdfunding platform operators through improving the ability of users and Issuers to compare and review investment opportunities across a range of Crowdfunding platforms. We list Equity Crowdfunding opportunities for crowdfunding platform operators and provide advertising space to Issuers.
2.3 As a user, you can view opportunities on businessagent.com and contact Issuers who have claimed their pitch on the Websiteor access other Crowdfunding websites directly. You can create a profile, rate and review opportunities, network and learn about the concept of Crowdfunding. You may only invest in an Issuer through the associated crowdfunding platform operator.
2.4 Crowdfunding websites, Issuers and commercial advertisers market themselves on businessagent.com and its network for a referral fee or advertising fee.
2.5 Crowdfunding platform operators can upload content onto our Website. In such cases, the content belongs to and is the responsibility of the relevant crowdfunding platform operator or Issuer. It does not belong to us and we make no claim on any other person's trade mark or copyright. We rely on the crowdfunding platform operators to ensure that all promotional materials they prepare that are listed on the Website are clear, fair and not misleading in accordance with the crowdfunding platform operators' regulatory responsibilities.
3. ACCEPTANCE OF TERMS:
4 . ELIGIBILITY FOR ACCESS TO RESTRICTED PARTS OF THE WEBSITE:
4.1 The Website contains details of Equity Crowdfunding opportunities that are only available only to individuals who are at least 18 years old and who have the capability and capacity to invest.
4.2 To become a user, you will be required to demonstrate that it is appropriate for you to be able to invest in securities for which there is no recognised market by completing a user categorisation application on our Website. Business Agent reserves the right to determine whether you satisfy the conditions to become a user in its sole discretion.
4.3 The restricted parts of the Website will only be provided to users in those jurisdictions in which it is permissible for Business Agent to act in compliance with local laws and regulation. If you are from a jurisdiction outside the UK, we may withhold access to the Website from you.
5. USER ACCOUNT, PASSWORD AND SECURITY:
5.1 On registering with us, you will be asked to provide a user name (which must be your email address) and password which must be used in order to access certain restricted parts of the Website. The user name and password are personal to you and are not transferable.
5.2 Your name and password are the methods used by us to identify you and so are very important. Only one user name will be provided for each user. You are responsible for all information posted on the Website by anyone using your user name and password and any payments due for services accessed through the Website by anyone using your user name and password. Any breach of security of a user name and password should be notified to us immediately.
5.3 You may not adapt or circumvent the systems in place in connection with the Website, nor access the Website other than through normal operations.
5.4 You shall not use as a user name, domain name, or project name any name or term that:
(i) is the name of another person, with the intent to impersonate that person;
(ii) is subject to any rights of another person, without appropriate authorisation; or
(iii) is offensive, vulgar, or obscene.
5.5 We reserve the right in our sole discretion to refuse registration of or cancel a user name, domain name, and project name.
6. FEES AND PAYMENTS:
It is free for you to set up a user account with us. We are paid through charging fees to the crowdfunding platform operators we list ( which typically represent a proportion of the fees that they charge their clients). We also receive advertising fees from other persons.
7. TERMINATION AND CANCELLATION:
8. LIMITATION OF LIABILITY:
8.1 Due to the nature of electronic transmission of data over the internet, and the number of users by whom data is posted on to the Website, any liability we may have for any losses or claims arising from an inability to access the Website, or from any use of the Website or reliance on the data transmitted using the Website, is excluded to the fullest extent permissible by law. In no event shall we be liable for any indirect loss, consequential loss, loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with this Agreement or use of the Website save where such liability cannot be excluded by law.
8.2 We do not give any warranty that the Website is free from viruses or anything else which may have a harmful effect on any technology.
8.3 We will take all reasonable care to keep your order secure, but in the absence of our negligence, we cannot be held liable for any loss you may suffer if a third party obtains unauthorised access to any data you provide when accessing the Website.
8.4 Subject to 8.6, we shall not be liable to you in connection with this Agreement in contract, tort (including negligence) or otherwise for any loss of profit, anticipated savings or data (in each case whether direct or indirect) or any indirect loss.
8.5 Our aggregate liability to you in connection with this Agreement shall not exceed the value of the securities purchased by you.
10. GOVERNING LAW:
10.2 Any disputes shall be subject to the exclusive jurisdiction of the English courts, to which you submit.
11. ELECTRONIC DELIVERY:
11.1 By using the Website you consent to receive from us all communications including notices, agreements, legally required disclosures, or other information in connection with your use of the Website (collectively, "Contract Notices") electronically in English. We may provide the electronic Contract Notices by posting them on the Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Website and your account.
12. USER AND THE WEBSITE:
12.1 Your relationship with us is one of independent parties to a contractual relationship and should not be construed to create a joint venture, partnership, or other affiliation.
12.2 The Website collects personal information that you choose to share with us when you register with the Website. This information may include your e-mail address, your interests and your answers to questions about your status. We use this information to tailor our services to you and this information is saved to our database, enabling you to use the personalized features of the Website on a recurring basis. This saved information is collected only with your permission and may be updated or deleted by you at any time. If you choose to not provide the information required for registration, you may not register with the Website and you will not be able to personalize the Website.
13. FRAUDULENT TRANSACTIONS:
13.1 We reserve the right to recover the cost of services, collection charges, damages caused to us and legal expenses from persons using the Website fraudulently.
14. WAIVER AND SEVERABILITY OF TERMS:
15. FORCE MAJEURE:
We are not liable for any delay in the performance or non-performance of any of our obligations hereunder and shall not be liable for any loss or damages caused thereby where the same is occasioned by any cause whatsoever that is beyond our control including but not limited to an act of God, war, civil disturbance, governmental or parliamentary restrictions, prohibitions or enactments’ of any kind, import or export regulations, exchange control regulations or accident or non-availability/ delay in transport.
16. INTEGRATION AND SEVERABILITY:
18. COMPLAINTS, COMPENSATION AND CONTACTING US:
18.1 If you have any complaints that relate to the Website, you should contact us using the details set out below. If we cannot resolve the complaint immediately, we will provide you with a copy of our written complaints procedure (which you can request from us at any time.
Client Classification. Business Agent is required by the FCA to allocate and notify the Company of his client classification. Members/Users will NOT become clients of Business Agent. Business Agent does not act for Members/Users and accept no duty of care to Members/Users and to the maximum extent permitted by law disclaim any liability to them, as more particularly set out in clause 21 below. If under COBS he/she will be classified as a 'retail client'.
Investment Designation. All Campaigns on the Website constitute "venture capital investments" under FCA rules.
NO ADVICE. BUSINESS AGENT DOES NOT CARRY OUT ANY DUE DILIGENCE INTO A COMPANY PRESENTED AND ITS CAMPAIGN AND ACCORDINGLY BUSINESS AGENT MAKES NO WARRANTY, REPRESENTATION OR
RECOMMENDATION AS TO THE ACCURACY, COMPLETENESS, SUITABILITY OR MERITS OF ANY CAMPAIGN, THE COMPANY OR ANY STATEMENTS OR REPRESENTATIONS ABOUT ITS SUCCESS OR PROSPECTS. THE USER MUST SATISFY HIMSELF AS TO THE MERITS OF THE CAMPAIGN AND THE COMPANY AND ACKNOWLEDGES THAT BUSINESS AGENT DOES NOT PROVIDE ANY ADVICE OR RECOMMENDATIONS IN RELATION TO CAMPAIGNS AND INVESTMENTS.
DISCLAIMER, REGULATORY NOTICE AND RISK WARNINGS. THE USER AGREES THAT HE HAS READ AND UNDERSTANDS THE DISCLAIMER, REGULATORY NOTICE AND RISK WARNINGS ASSOCIATED WITH INVESTING IN UNQUOTED SHARES IN PRIVATE COMPANIES. A COPY OF THE DISCLAIMER, REGULATORY NOTICE AND RISK WARNINGS CAN BE FOUND IN EVERY CAMPAIGN
LIMITATION OF LIABILITY. BUSINESS AGENT SHALL NOT BE LIABLE TO THE USER IN CONTRACT, INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF REVENUE, ANTICIPATED SAVINGS, PROFITS, BUSINESS OR GOODWILL, WHETHER DIRECT OR INDIRECT, OR OTHER INDIRECT OR CONSEQUENTIAL LOSS, WHICH ARISES OUT OF OR IN CONNECTION WITH THE MAKING AND/OR COMPLETION OF THE INVESTMENT OFFER AND/OR THE USE OR ATTEMPTED USE OF THE WEBSITE BY THE MEMBER/USER AND/OR ITS OPERATION BY BUSINESS AGENT AND/OR OTHERWISE ARISING FROM THESE TERMS AND CONDITIONS.
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