Regionally Advisor Terms and Conditions
1. About us, the Platform and these Terms and Conditions
1.1 Who We Are: Regionally Limited (“Regionally”) is a company registered in England and Wales with company number 12601561. Regionally’s registered office is at 34 High Street, Aldridge, Walsall, England, WS9 8LZ.
1.2 Contact Us: If you have any questions relating to these Terms and Conditions or the Services, please contact us using the contact details below:
Number: 0330 332 4808
Address: 34 High Street, Aldridge, Walsall, England, WS9 8LZ.
1.3 Regulation: Regionally is an Appointed Representative (FCA FRN: 930994) of The Fund Incubator Limited (FRN: 208716). Our status permits us to arrange (bring about) deals in investments and make arrangements with a view to transactions in investments. Regionally is only permitted to deal with ‘Professional Clients’. When making its services available to Investors, Investees or Advisors as appropriate, Regionally does so on the basis that they are or have requested to be treated as a Professional Client.
2. Our Contract with you
2.3 By you clicking “Accept” as part of the registration process, the Agreement will be created between us at that point and you will be legally bound by these Terms and Conditions.
2.4 We have the right, from time to time, to update these Terms and Conditions where there is valid reason to do so, including to take account of changes to the Platform and/or our Services to comply with or reflect changes to any Applicable Laws. If we update these Terms and Conditions, we will notify you of any such changes before they take effect.
2.5 We have the right, from time to time, to make minor technical changes to our Platform and/or services for improvements to our users. When we update technical changes to these Terms and Conditions we will not notify you as changes will not materially affect your use. We will post a new version on the Website, and as soon as you use the Website (including to access the Platform) after they are posted, you will be deemed to have agreed to the updated version but until then you will still be bound by terms of any previous versions to which you have agreed or been deemed to agree.
2.6 If Regionally needs to change these Terms and Conditions or make any material changes to Services and/or the Platform for any other reason we will notify you in writing at least 30 calendar days prior to such change, explaining the nature and effect of such changes.
3. Our Services
In consideration of your promises set out in these Terms and Conditions, we agree to provide the Services to you for the duration of the Agreement, subject to and in accordance with these Terms and Conditions.
The Platform is designed for use in the United Kingdom (“UK”) in relation to Investments. Consequently:
3.2.1 the ability to make Investments by Investors based outside the UK or make Investments in companies not incorporated in England and Wales may be restricted by us;
3.2.2 we reserve the right to refuse to list and/or remove an Investee, Investor, Advisor, any Registered User and/or Investment which does not meet the terms or requirements of Regionally; and
3.2.3 those who use the Platform from outside the UK are responsible for their compliance with all Applicable Laws.
3.3 Nature of our Services:
You acknowledge and agree that:
3.3.1 any information and/or documentation uploaded or entered onto the Platform by Regionally or other Registered Users in connection with any Investment (including any Investment Offer) (“User Material”) is provided on “as is” basis. This means that we simply publish such User Material on the Platform, without adding or otherwise amending in any way its content. The Registered Users uploading or entering any such User Material onto the Platform are solely responsible for the completeness and accuracy of it. As a result, we do not guarantee, represent or warrant that the User Material published on the Platform (or supplied via the Platform) is accurate, verified, up to date or complete. Nothing in this clause limits our obligation to comply with Applicable Laws;
3.3.2 our role is limited to being the conduit of User Material to the relevant Registered Users and we (and our officers, employees and/or affiliates) do not and will not:
220.127.116.11 accept any liability for the completeness or accuracy of any User Material (except to the extent it is incomplete or inaccurate solely as a result of our deliberate default, wilful misconduct or fraud);
18.104.22.168 give any warranties or make any representations as to the availability, suitability and/or future performance of any Investee or that an Investee’s participation on the Platform will result in an Investment or that your participation on the Platform will result in any introduction by us to you of any Investor or Investee or any instruction to you from any Investor or Investee to act on their behalf, whether introduced to you by us or not;
22.214.171.124 provide any advice and/or recommendation in respect of any User Material, any Investee or Investor, any Investment and/or any tax matters;
126.96.36.199 review or conduct any assessment of suitability of any particular Investee for any Investor or vice versa;
188.8.131.52 carry out any due diligence in respect of any Investee or Investor (except for any internal checks we are required to carry out by law);
184.108.40.206 complete any tax or other filings or formalities relating to any Investments;
220.127.116.11 accept any liability in relation to any information we may provide as to an Investor’s or Investee’s identity for the purpose of any client take-on procedures or client identification procedures applicable to you, all of which you will need to address directly with the relevant Investee; and/or
18.104.22.168 accept any liability for any advice you may give to an Investor or Investee whatsoever (whether or not they have engaged you to provide advice to them), including any relating to an Investment, or for any action an Investor or Investee may or may not take as a result of any communication between you and them.
3.3.3 we (and/or our officers, employees and/or affiliates) do not accept any liability whatsoever and howsoever arising in relation to the lack of any introduction by us to you of any Investor or Investee or any instruction to you from any Investor or Investee, whether introduced to you by us or not, any missed or uncompleted Investments, the lack of offers of Investment from any Investors, any failure by an Investee to seek or secure or complete any Investment(s) at all or of a value equal to or greater than any specified minimum Investment amount or for any failure by an Investor to Invest or complete an Investment (at all or in part) unless a failure to Invest is attributable solely to our deliberate default, wilful misconduct or fraud; and
3.3.4 we (and/or our officers, employees and/or affiliates) shall have no liability if you or any other person relies on any User Material.
3.4 You acknowledge that the Platform is provided via the internet and as a result we cannot and do not guarantee that the Platform, or any content on it, will always be available or access to it will never be interrupted. This is because interruptions, delays and/or other problems are inherent in the provision of services via such communication facilities. We may temporarily suspend, withdraw or restrict the availability of all or any part of the Platform, to the extent necessary for maintenance or operational reasons and we will use reasonable endeavours to minimise the effects of any such suspension, withdrawal or restriction and to notify you (in advance where reasonably possible) of any such suspension, withdrawal or restriction. Where for reasons beyond our control, access to the Platform or any part of it is temporarily suspended, withdrawn or restricted, we will use reasonable endeavours to minimise the effects of any such suspension, withdrawal or restriction and to keep you updated as to suspension, withdrawal or restriction during the period of such suspension, withdrawal or restriction as far as we are reasonably able.
3.5 Where the unavailability of the Platform or some function or facility on the Platform (other than unavailability because of a user’s lack of an internet connection or reliable internet connection) means a person cannot exercise any right under the Agreement within a specified period (because exercising such right requires access to the Platform), the period for exercising that right shall be deemed extended by such period as the Platform or the relevant function or facility on the Platform may be unavailable.
3.6 We will make available via the Platform and/or a separate email account a system for Investors, Investees, Advisors and other authorised users of the Platform to notify us of technical faults in the Platform. We will use our reasonable endeavours to investigate and resolve notified technical faults in the Platform as soon as we are reasonably able. We give no assurance of any kind as to how quickly any fault will be dealt with or how quickly we will respond to any notification of a fault nor as to whether any such fault will be remediable at all or in part.
4. Intellectual Property
4.1 Regionally and/or its licensors will retain ownership of all Intellectual Property Rights in the Platform and Services. All copyright, trademarks and other intellectual property rights in or relating to the content of the Platform (including but not limited to all software used in the Platform, the “look and feel” of the Platform, and the Regionally name, logos, marks and brand) and/or the Services belong to us or our licensors. No information on the Platform may be reproduced, adapted, uploaded to a third party, or distributed or transmitted in any form, by any process, without our consent (except for information relating to an Investee or Investor uploaded to the Platform by that Investee or Investor or an advisor on their behalf and which was created by it or their advisors).
4.2 Regionally grants the Advisor a non-exclusive, royalty free license to use such Intellectual Property Rights for the purposes of receiving the Services for the duration of the Agreement and to the extent necessary in connection with the permitted use of the Platform by the Advisor.
4.3 If you upload or post on the Platform any User Material, you warrant and represent that you have appropriate authority and permission to make such material available on the Platform.
4.4 You indemnify us in full on demand against (to the extent reasonably foreseeable) any losses, damages, proceedings, actions, legal costs and expenses and any other losses or liabilities suffered or incurred by us as a result of or in connection with any User Material posted or uploaded onto the Platform by you or the fact you have posted or uploaded such material. You are not responsible or liable for any User Material posted or uploaded onto the Platform by you that has been produced by any Investee for whom you may act. In relation to any loss recoverable under the indemnity in this clause, we shall not be entitled to recover under the indemnity in this clause the amount by which any such loss is increased because we fail to take reasonable steps to mitigate that loss.
5. Confidentiality and personal data
5.1 We are not obliged to disclose to you information where its disclosure to you would be a breach of duty of confidence to any other person.
5.2 You and we will at all times keep confidential all confidential information acquired in consequence of, or in connection with, the Services, save as permitted by these Terms and Conditions. We shall be entitled to disclose information which we are bound to disclose by law or regulation or by request of regulatory or fiscal agencies or courts of competent jurisdiction or which we decide to disclose to our professional advisors bound by a duty of confidentiality. You shall be entitled to disclose information which you are bound to disclose by law or regulation or by request of regulatory or fiscal agencies or courts of competent jurisdiction or which you decide to disclose to your professional advisors bound by a duty of confidentiality. We are entitled to disclose any User Material posted or uploaded to the Platform by you in relation to any Investee for whom you act, to Investors and their advisors and to other advisors (if any) of the Investee for whom you act, directly or via the Platform, subject to any duty of confidentiality we may owe to that Investee.
5.3 You will not disclose any confidential or commercially sensitive information relating to an Investee or Investor acquired by you via the Platform (including the fact they are listed on the Platform and/or may be seeking to make or receive an Investment) to any other Investee or Investor or their respective advisors or any other third party except as may be reasonably required as part of your work in connection with an Investment involving an Investee for whom you may act (and subject to any duty of confidentiality you may have to that Investee) or except with the consent of the party whose confidential or commercially sensitive information it is or except as may be permitted by clause 5.2.
5.4 You undertake to use User Materials and any other information you may acquire pursuant to the Agreement only for the purpose of advising your Investee clients on Investments, in good faith, with a view to possible Investment in or by your Investee clients and communicating with potential Investees and Investors, as may be permitted by the Platform, in connection with potential Investments via the Platform but not for any other purpose (including introducing or referring any Investee introduced to you via the Platform to any third party investor who is not an Investor or any advisor or agent of any such investor or encouraging, soliciting or facilitating any investment not via the Platform involving an Investee introduced to you via the Platform, all of which are expressly prohibited). The Platform may allow Advisors, to upload and maintain a profile on the Platform, visible to Investees and other Registered Users and message Registered Users via the Platform.
6. Use Restrictions
6.1 Registered Users and those authorised to access the Platform on their behalf shall not without our prior written consent (except to the extent allowed by any applicable laws which by law are incapable of exclusion by agreement between parties):
6.1.1 attempt to copy, duplicate, modify, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform;
6.1.2 attempt to decompile, disassemble, reverse engineer any or all of the software underlying the Platform;
6.1.3 access all or any part of the Platform in order to build a product or service which competes with the Services;
6.1.4 use the Platform to provide services to any third parties; and/or
6.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, utilise or otherwise commercially exploit (other than as permitted under the Agreement), or otherwise make the Platform available to any third party.
6.2 Registered Users and those authorised to access the Platform on their behalf must not:
6.2.1 use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform or any operating system;
6.2.2 use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Registered Users’ use of the Platform;
6.2.3 collect or harvest any information or data from the Platform (other than as permitted under these Terms and Conditions in connection with the receipt of the Services) or our systems or attempt to decipher any transmissions to or from the servers running the Platform;
6.2.4 infringe our Intellectual Property Rights or those of any third party (including other Registered Users or their advisors) in relation to the use of the Platform, including the submission of any User Material;
6.2.5 transmit any material that is defamatory, offensive or otherwise objectionable (in our reasonable opinion) in relation to the use of the Platform;
6.2.6 misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
6.2.7 attempt to gain unauthorised access to the Platform (and/or any content), the server on which the Platform is stored or any server, computer or database connected to our Platform; and/or
6.2.8 attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We reserve the right to report any such breach to the relevant law enforcement authorities and co-operate with those authorities by disclosing your identity to them.
6.4 If you breach clauses 6.1, 6.2 and/or 6.3 or anyone authorised by you to access the Platform using your account does anything which would be a breach of any of those clauses (if such a person was a party bound by those clauses), the Agreement shall terminate immediately and automatically and your right to use the Platform will cease immediately and automatically.
6.5 Advisor representations etc:
You represent, undertake and warrant that:
6.5.1 you have full power to enter into an agreement with us on these Terms and Conditions;
6.5.2 any of your officers, employees or advisors who access the Platform on your behalf have been or will have been at the relevant time duly authorised by you to use and access the Platform on your behalf;
6.5.3 all persons authorised by you from time to time to access the Platform on your behalf are aged 18 or over; and
6.5.4 any information you have provided to us and submitted via the Platform during the registration process and any information you have uploaded or added on to your profile via the Platform’s professional directory is complete and accurate and you agree to promptly provide any further information reasonably required by us or any competent authority, including the FCA. You will notify us within a reasonable period of any material changes of which you become aware of any information you have provided to us and submitted via the Platform during the registration process, where such changes might reasonably affect Regionally’s willingness to continue to allow you to use the Platform. This representation, warranty and undertaking does not apply to any due diligence replies and supporting materials provided by you or any due diligence report prepared by you in connection with a possible Investment via the Platform.
6.6 You will be required to provide an email and a login password and other security information as part of the registration process allowing you to use the Platform. Access to the Platform may require two stage or two factor authentication. You will not allow your account login details (including any password or security questions) to be used by any person other than your duly authorised officers or employees (and you undertake to ensure all those you are authorised to allow to access your account on the Platform on your behalf comply with these Terms and Conditions when using the Platform). We may require such persons to agree to separate terms governing such use when they first access the Platform. We also reserve the right to limit the number of simultaneous logins to your account or the number of your duly authorised officers or employees able to access the Platform.
6.7 You will notify us as soon as reasonably possible after becoming aware of any breach of security, loss, theft or unauthorised use of an email address, username, password or security question and answer or other security information. For the avoidance of doubt we will not be liable for any activity on your account by you or those authorised by you to access the account in accordance with these Terms and Conditions or for any activity on your account in the event of any loss, theft or unauthorised use of your account login details, unless such loss, theft or unauthorised use is attributable solely to our default.
6.8 We reserve the right not to act on your instructions where we suspect that the person logged into your user account is not you or a person duly authorised by you or we suspect illegal or fraudulent activity or unauthorised use.
6.9 We have the right to remove any User Material from the Platform if we deem it to not comply with our standards and/or any applicable laws. We will also remove User Material from the Platform if we are required to do so by law or by order of a competent court or if it infringes any third party’s intellectual property rights.
6.10 You indemnify us in full on demand against (to the extent reasonably foreseeable) all losses, damages, proceedings, actions, legal costs and expenses and any other losses or liabilities we may suffer or incur as a result of or in connection with any breach by you of any of the warranties, undertakings and representations and other obligations applicable to you set out in clause 6 and clause 7 or as a result of or in connection with any persons authorised to access the Platform on your behalf doing anything which would be a breach of any of those clauses by them (if such a person was a party bound by those clauses). In relation to any loss recoverable under the indemnity in this clause, we shall not be entitled to recover under the indemnity in this clause the amount by which any such loss is increased because we fail to take reasonable steps to mitigate that loss.
7.1 Your access to certain information on the Platform may depend on the permissions granted to you on the Platform by your Investee client (if you have one). We give no assurance as to the nature or extent of any such access as that will depend on the decisions of your Investee client (if you have one) as to that access.
8.1 Nothing in these Terms and Conditions will exclude or limit our duty and/or liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees; (b) fraud or fraudulent misrepresentation; and/or (c) any matter in respect of which it would be unlawful for us to exclude or restrict our liability, including, but not limited to, our liability in respect of any rights that you may have under Applicable Laws, including but not limited to the FCA Rules, to the extent that such rights may not be excluded or limited.
8.2 We exclude all implied conditions, warranties, representations or other terms that may apply to the Agreement to the fullest extent permitted by law.
8.3 Subject to clause 8.1, we shall have no liability to you in respect of any of the following suffered or incurred by you as a result of or in connection with the Agreement:
8.3.1 loss of revenue or turnover;
8.3.2 loss of goodwill;
8.3.3 loss of data;
8.3.4 loss of any contract or agreement;
8.3.5 loss of any anticipated saving;
8.3.6 loss of profits;
8.3.7 loss of any Investment opportunity;
8.3.8 loss arising as a result of any Investment (including loss of any sum invested, loss arising as a result of any Investor or Investee decision not to Invest and any costs or expenses incurred in connection with any Investment);
8.3.9 loss arising as a result of any failure or refusal by an Investee to make an Investment Request or accept an Investment Offer made by an Investor or anyone-else on their behalf or complete a Subscription Agreement which has become unconditional, either at all or in part or on time or any loss arising as a result of any failure by any Investor or Investors to make any Investment either at all or in part or on time; and/or
8.3.10 any indirect or consequential loss.
8.4 Subject to clause 8.1, we shall have no liability to you for any act or omission of an Investee or Investor or an advisor, officer, agent, employee or representative of an Investee or Investor taken as a result of any communication between you and any such Investor or Investee (including any which has engaged you to provide advice to them) or advisor to any of them.
8.5 Subject to clause 8.1, our aggregate liability to you under or in connection with the Agreement shall not exceed £1,000.
8.6 References in the Agreement to “liability” shall include, without limitation, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, unless the context otherwise requires.
9. Duration and termination
9.1 The Agreement shall begin on the date determined under clause 2.3 and shall continue until terminated in accordance with its terms.
9.2 Without prejudice to any other right or remedy available to us, we may terminate the Agreement at any time on 30 calendar days’ written notice to you.
9.3 Without prejudice to any other right or remedy available to us, we may terminate the Agreement immediately, if:
9.3.1 we cease to be an Appointed Representative or otherwise cease to be permitted under FCA Rules to offer the Platform;
9.3.2 you are in any breach of your obligations under clause 6 (Use restrictions) (including any of the representations, undertakings or warranties in that clause) and/or clause 13 (Registration);
9.3.3 you are in a material breach of any other provisions of the Agreement;
9.3.4 have reasonable grounds to believe that you have been involved in fraud or other criminal activity;
9.3.5 you suspend, or threaten to suspend, payment of your debts or become unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) there is any partner to whom any of the foregoing apply;
9.3.6 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enters into any compromise or arrangement with any of your creditors;
9.3.7 you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;
9.3.8 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;
9.3.9 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you;
9.3.10 the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
9.3.11 a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets;
9.3.12 one of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
9.3.13 (being an individual) you are the subject of a bankruptcy petition, application or order;
9.3.14 (being an individual) you die or by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or you become a patient under any mental health legislation;
9.3.15 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clauses 9.3.1 to 9.3.14 (inclusive); or
9.3.16 you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.
9.4 You have the right to terminate the Agreement at any time by giving us 14 days’ notice of termination directly in writing or via the Platform.
9.5 On termination for whatever reason, we will disable your access to your account on the Platform and we may, at such time as we consider reasonable, delete your account on the Platform, but except to the extent necessary for you or us to perform any obligation or exercise any right which survives termination or applies from termination. On termination of the Agreement, you will immediately return to us all documents, records, reports or other information acquired by you in the course of the Agreement in relation to any Investee, other than any in respect of any Investee client of yours which has received an Investment or accepted an Investor for a governance role with an Investee or which has entered into a Subscription Agreement before such termination, and on the expiry of an Investment Offer made by an Investor to your Investee client, you will immediately return to us all documents, records, reports or other information acquired by you in relation to the relevant Investor (and in each case you will confirm in writing, if required, that all such information has been returned and all hard and electronic copies destroyed and deleted by you). This clause does not prevent the retention by you of records or information required to be retained by you by law or for the purposes of your professional indemnity insurance or by your regulator or used by you in giving advice to your Investee client.
9.6 The FCA Rules require us to keep your records for certain minimum periods of time (usually 5 years, but this may vary depending on the purpose of the record). We may also be required by other Applicable Laws to keep your records (including personal data) for a longer period of time. We will only retain your records for as long as it is necessary for us to do so in connection with the Services and/or to comply with our legal and regulatory obligations.
9.7 Any provision of these Terms and Conditions which, expressly or by implication, is intended to survive termination or apply from termination, shall continue in force after termination.
9.8 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities that we or you have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.9 Termination of the Agreement shall not affect any contract between you and any Investee, all of which shall continue in full force and effect in accordance with their terms.
10. Queries, complaints and dispute resolution
10.1 If you have any complaints or queries about the Services provided by us, you can contact us using the contact details set out in clause 1.
10.2 The Agreement and any disputes or claims in connection with the Agreement are governed by English law. You can bring legal proceedings in respect of the Agreement only in the courts of England and Wales.
10.3 The Agreement is also subject to the FCA Rules and in the event of conflict between these Terms and Conditions and the FCA Rules, the FCA Rules shall prevail.
You acknowledge and agree that the Services are not aimed exclusively at any particular Investee for whom you may act. You acknowledge and agree that other Advisors may be Registered Users.
12.2 Any notices given under or in connection with the Agreement shall be in writing and shall be:
12.2.1 delivered by hand or pre-paid first-class post or other next working day delivery service to our contact address specified in clause 1.2 (if delivered to us) and at your contact address provided by you (if delivered to you); or
12.2.2 sent by email to firstname.lastname@example.org (if sent to us) or to your contact email address (if sent to you), or communicated via a messaging facility on the Platform (if available).
12.3 Any notice shall be deemed to have been received:
12.3.1 if delivered by hand, on signature of a delivery receipt;
12.3.2 if sent by pre-paid first-class post or other next business day delivery service, on the second business day after posting or at the time recorded by the delivery service; or
12.3.3 if sent by email or via our Platform, at 9.00 am on the next business day after transmission.
12.4 Clauses 12.2 and 12.3 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.5 We have the right to transfer our rights and/or obligations under the Agreement to another organisation, including for example as a result of transfer of our business to another organisation, provided that such organisation holds appropriate regulatory authorisations (and you hereby consent and agree to any such transfer of our rights and/or obligations). We will always tell you in writing if this happens within at least 7 calendar days from the transfer and we will ensure that the transfer will not affect your rights under the Agreement. You may only transfer your rights or your obligations under the Agreement to another person if we agree to this in writing in advance.
12.6 No person other than you and us shall have any rights to enforce any provision of the Agreement.
12.7 If any court or relevant authority decides that any provision of the Agreement is unlawful, the remaining provisions will remain in full force and effect.
12.8 If we do not insist immediately that you do anything you are required to do under the Agreement, or if we delay in taking steps against you in respect of your breaking the Agreement, that will not mean that you do not have to do those things or prevent us taking steps against you at a later date.
12.9 Nothing in the Agreement or in the law applicable to the Agreement or to acts or omissions under it shall be construed so as to create any fiduciary, joint venture or partnership relationship between you and us and neither of us shall have the power to bind the other to any agreement.
12.10 You agree to sign such additional documents and do such acts or things, all at your own cost, as we may reasonably require from time to time in order to give full effect to the Agreement.
13.2 We may be required to comply with identification and verification procedures, referred to in these terms as “know your customer” or “KYC” checks for the purpose of anti-money laundering law, sanctions and other laws and regulations. We have the right to ask you to provide to us from time to time various information and documentation which is necessary to comply with the Applicable Laws (“KYC-related information”). You agree to provide any reasonably requested KYC-related information and documentation to us promptly and immediately notify us of any changes to such KYC-related information, if and when it changes. If you do not or cannot provide any KYC-related information and/or documentation to us within 5 calendar days from our request or you fail to immediately notify any changes to us, we will have the right to terminate the Agreement in accordance with clause 9.3.2.
13.3 We have the right to engage a third party to conduct KYC checks on our behalf and you agree that we can use credit reference agencies in the performance of this function, which may leave a record.
13.4 Unless and until our checks are completed to our satisfaction (where we choose or are obliged to carry out checks), we may not be able to accept you as an Advisor able to use the Platform.
13.5 You should ensure that you read any risk warnings and/or disclaimers published on the Platform and Website, including our General Risk Warning and/or any warnings issued in relation to any specific Investment.
13.6 You represent, warrant and undertake that:
13.6.1 all information relating to you provided during your registration (being the process ending with your acceptance of these Terms and Conditions) and the period of the Agreement (including any of the aforementioned information) is, to the best of your knowledge, accurate and up-to-date;
13.6.2 you will update any such information promptly and without undue delay if your circumstances or such information change;
13.6.3 you will provide us promptly such information and/or documentation as we may reasonably require to verify such information.
13.7 We reserve the right to request additional information and/or confirmation of your status in respect of any specific Investment, for example if required under the FCA Rules or any other Applicable Laws, for example by authorities outside the United Kingdom.
13.8 You agree to provide, promptly upon our request, any data and information relating to any Investment made into any Investee for whom you act via the Platform subject to any duty of confidentiality owed by you to any such client.
14. The Investment Process
14.1 Before making or accepting an Investment via the Platform Investors and Investees are strongly recommended to seek independent financial and tax advice. Please note that Regionally is unable to provide you or any Investor and Investee with any advice about whether an Investor or Investee should make or accept any Investment.
14.2 Due diligence is performed on Investees by third parties before Investees are added to the Platform and made available for Investment. Investees will be required to engage a Regional Corporate Advisor or appoint their own independent advisors that must be approved by Regionally (which must include one firm of solicitors and one firm of chartered accountants, unless agreed otherwise by Regionally), who will undertake due diligence and create a Due Diligence Report(s) which will be made available to all Investors. Due Diligence Reports will be addressed to the Investee and made available to Investors via the Platform on a “non-reliance” basis. Due Diligence Reports may only be relied upon by the Investee and no other person shall be entitled to rely on Due Diligence Reports. Any such diligence is separate to any Regionally is required to carry out by law or which Regionally chooses to carry out itself or any carried out on behalf of an Investor.
14.3 Investors are able to access the Due Diligence Reports via the Platform when the Investment is made available on the Regionally live opportunity page and/or the upcoming opportunity page on the Platform. Investees have full control on the Platform over which documents (if any) they want to make available to Investors as either available or restricted documents, including Due Diligence Reports. Investors have the option to submit a document access request to any restricted document(s) the Investee makes available. It is at the Investee’s discretion as to whom they make these restricted document(s) available and the Investee may accept or reject these requests. Investors are able to communicate with the Regional Corporate Advisor and the relevant Investee directly, via the private chat facility on the Platform. Where an Investor requests access to the Due Diligence Reports, Investees have the ability to communicate with that Investor via the private chat facility on the Platform. You acknowledge that Regionally is not responsible for the Due Diligence Reports and gives no representation, undertaking or warranty of any kind in relation to such reports including any as to their adequacy or accuracy.
14.4 For the avoidance of doubt, payment of Investments by Investors is made directly to the Escrow Account. Regionally does not receive, hold, deal with or otherwise handle money for Investors or Investees or their advisors or agents.
14.5 Certain Investments may be deemed to constitute an offer to subscribe for shares and/or other securities. You acknowledge and agree that such Investments are not made available to the general public, only to Investors who are Registered Users. As such, each such offer does not constitute a “public offer” under section 755 of the Companies Act, as they are not calculated to result, directly or indirectly, in securities of the investee companies becoming available to persons other than those receiving the offer of investment.
15. Cancellation/termination of account
You can cancel your account on our Platform at any time via your account settings. If you do so, we will treat the Agreement as terminated with effect 14 days after the date of cancellation.
16.1 We do not charge Advisors for registration on and/or use of the Platform.
17.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
17.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
17.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
17.4 A reference to writing or written includes email and any messaging facility made available on the Platform.
17.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
In the Agreement, the following terms have the meanings ascribed to them below:
“Advisor” means an independent financial advisor, an accountant or legal advisor or other advisor who registers for access to the Platform and is given access, via an account in the advisor’s name, to details of Investees and Investors (whether or not the advisor is appointed by an Investee) and other relevant third parties and who may or may not be or become duly appointed by an Investee and who may (if so appointed) be given further permission by that Investee to access information about the Investee on the Platform, and including any Associate, Regional Corporate Advisor and any Regional Partner;
“the Agreement” means the agreement between Regionally and you the Advisor for the provision of the Services and which incorporates these Terms and Conditions;
“Applicable Laws” means any laws or regulations, regulatory policies, guidelines or industry codes (including, but not limited to the FCA Rules) which apply to the provision of the Services from time to time;
“Associate” means any organisation or individual that registers for access to the Platform and is given access, for the purpose of collaborating on marketing materials and/or content creation and/or events and supporting Regionally to reach a wider relevant audience through events, marketing or content;
“Authorised Representative” means a person authorised by an Investor to access the Platform and Invest in Investees on such Investor’s behalf, including a trustee acting for a trust Investor, or a director of a corporate Investor;
“Due Diligence Reports” means the due diligence reports issued by the Investee’s Regional Corporate Advisor in respect of the Investee and its business for the purpose of an Investment;
“Escrow Account” means the escrow account operated by Trustshare Limited (a company registered in England and Wales with company number 12650826, whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ). Trustshare is a licensed eMoney provider and its FCA register number is 902866.
“FCA Rules” means any applicable rules, guides and codes issued by the Financial Conduct Authority from time to time (or by its successor or replacement from time to time);
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Investee” means a company seeking Investment via the Platform;
“Investment” means an equity investment by an Investor (alone or alongside other Investors) into an Investee concluded via the Platform and, where the context requires, includes any proposed investment or opportunity for investment, in each case via the Platform, and “Invest”, “Invested” and “Investing” shall be construed accordingly;
“Investment Offer” means an offer submitted via the Platform by an Investor to subscribe for equity in an Investee in response to an Investment Request, made by clicking “Invest” on the Platform (and to be valid an Investment Offer must accord with the Investment Request in terms of the number of equity shares it relates to, and shall otherwise comply with and be subject to the terms of the applicable agreement we have with the Investor);
“Investment Request” means an invitation to treat issued by an Investee via the Platform in respect of an Investment, on the terms of the applicable agreement we have with the Investor;
“Investor” means a person who wishes to Invest via the Platform, or on whose behalf Investments are being made via the Platform by an Authorised Representative appointed by such a person, or a person who does so Invest, as the context requires;
“Regional Corporate Advisor” means the legal, financial and/or accountancy professional advisors approved by Regionally and appointed by the Investee in relation to proposed Investment, including to perform enhanced due diligence and create Due Diligence Reports for Investees to share with Investors in relation to proposed Investments (and references to a Regional Corporate Advisor, who may number more than one, shall be to any and all of any such advisors, as the context may require);
“Regional Partner” means the FCA regulated firm or other relevant organisations approved by Regionally and appointed by an Investee which (if it is the case) introduced the Investee to Regionally, and which may from time to time introduce other Investees or Investors to Regionally;
“Regionally” means Regionally Limited, a company incorporated and registered in England and Wales with company number 12601561 and registered office at 34 High Street, Aldridge, Walsall, England, WS9 8LZ;
“Platform” means an instance of the online platform available at the Website and/or mobile application designated by us from time to time to enable direct access to such Platform by Investees and Investors and others;
“Registered User” means a person authorised by Regionally to use the Platform, including an Investee or an Investor, any person authorised by them to use the Platform, any Authorised Representative of an Investor, or any Advisor
“Services” means the services provided by Regionally to Advisors, via the Platform, being the provision of access, via the Platform, to information about Investors and Investees and relevant third parties (including any introduced to you by us or by you to us and including any Investees for whom you act) and related Investments;
“Subscription Agreement” means an agreement between an Investor and Investee for an Investment;
“Terms and Conditions” means these terms and conditions as varied or amended in accordance with their terms from time to time; and
“Website” means the Regionally website located at www.regionally.com or such other domain address as Regionally may decide from time to time.