1.1 The Client appoints Connectd to provide it with services as set out in the Order Form (the “Services”), in consideration for which the Client shall grant Connectd the rights set out in these terms. The Client agrees that Connectd has been retained on a non-exclusive basis to provide the Services.
1.2 Connectd agrees, in exchange for the agreed consideration, to provide the Services for an initial minimum term as set out in the Order Form (the “Term”). All rights accrued up to the point of termination will continue in force following termination, including obligations to pay Introduction Fees (as defined below) in accordance with clause 4.
1.3 The Term shall auto-renew for consecutive terms of the same length unless either party provides 60 days’ notice in advance not to renew.
1.4 Connectd accepts the appointment and shall use all reasonable endeavours to provide the Services:
(i) in a timely, professional and communicative manner; and
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company providing advisory and consultancy services to companies in its industry; and
(iii) in compliance with all applicable law and regulations.
1.5 Connectd’s Services do not include providing financial or tax advice, and the Client is responsible for obtaining its own independent financial or tax advice for its business, including without limitation in respect of one-to-one or group consultations, provision of documents or making introductions. Connectd provides the Services to support the Client’s progress but does not provide any warranty or guarantee that the Client will successfully obtain an investment offer or conclude an investment agreement.
1.6 In addition to these terms, your use of the Connectd online platform as part of the Services is governed by the Connectd online terms and conditions available at: https://connectd.co/terms-and-conditions?terms-conditions. In case of conflict with the Connectd online terms and conditions, these terms will take precedence.
2.1 The Client agrees to Connectd’s appointment and the terms of this engagement, and shall use all reasonable endeavours to work with Connectd:
(i) in a timely, professional and communicative manner;
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company receiving the Services; and
(iv) in compliance with all applicable law and regulations.
2.2 The Client agrees that it will assist Connectd in its provision of the Services including through:
(i) granting access to, and providing, such information and assistance as Connectd may reasonably require from time to time to enable it to provide the Services (and requiring that its employees, agents and sub-contractors do the same);
(ii) keeping Connectd informed within a reasonable period of developments or proposals in relation to the Client and/or its operations that may affect the provision of the Services by Connectd; and
(iii) ensuring that, save as disclosed, information provided to Connectd in connection with its business is complete and accurate in all material respects and ensuring that information obtained from external sources is obtained without breach of any obligation of confidentiality.
2.3 In respect of clause 2.2 (iii), if during the Term, the Client subsequently discovers something which renders any such information untrue, unfair, inaccurate or misleading, it will notify Connectd without delay. Connectd is entitled to rely upon all information supplied to it by or on behalf of
the Client and shall not be responsible for the accuracy or completeness of, or have any obligation to verify, the same. The Client is responsible for providing Connectd with accurate information with regards to documentation being prepared by Connectd. If information changes or is inaccurate it is the responsibility of the Client to adapt documentation.
2.4 The Client must provide Connectd with details and attend scheduled calls and meetings about its business to enable Connectd to prepare the documentation in a timely and collaborative manner on an ongoing basis. The Client is aware that delays will cause a delay in delivering the Services.
2.5 The Client accepts responsibility for the ongoing development and growth of its business and the outcome of its fundraising efforts, and for properly communicating and cooperating with Connectd. Whilst Connectd may provide expertise, knowledge and skill in delivery of the Services in accordance with clause 2, Connectd enters into these terms on the understanding that the Client (acting by its founder(s)) will be solely responsible for pitching to investors, securing investment commitments and closing investment deals to the best of its abilities.
2.6 Connectd will begin work on documentation within the scope of the Services as requested by the Client. Documents will be produced concurrently and rely on collaboration and information provided by the Client.
2.7 Monthly consultations will be built around business metrics and shall act as a support, guide and progress checking meeting. However, the content of monthly consultations shall not constitute professional advice (whether financial, tax, legal or otherwise). Responsibility for the fundraising process sits solely with the Client and there is no guarantee of successfully raising funds.
2.8 Upon entering into these terms, the Client agrees to comply with all of the provisions of clause 4 in respect of Introduction Fees due to Connectd.
2.9 The Client understands that Connectd provides no minimum or periodic time commitment in respect of the Services and that provision of Services is subject to availability of its staff members on reasonable notice, and the knowledge and networks which they possess. Connectd will not be held liable or responsible in any way in whole or in part or as otherwise agreed where any potential liability or responsibility arises wholly or partly as a result of the Client’s breach or breaches of this clause 2.
PAYMENT OF FEES
3.1 In exchange for the Services, the Client agrees to pay the fees as set out in the Order Form at the timings and frequencies as set out in the Order Form.
3.2 Where fees are payable monthly, the Client understands that by signing the Order Form, it is committed to paying the full contract fee, except where (a) Connectd has ended this agreement, or (b) where Connectd is in material breach of these terms. Where Connectd is unable to provide the Services due to the fault, inaction of the Client or the Client failing to remain in contact with Connectd, then Connectd shall remain entitled to the full contract fee.
3.3 Connectd shall be entitled to charge interest on overdue payments at the prevailing statutory rates from time to time.
The following definitions apply to this section and Agreement generally:
“Introduction” means connecting the Client to an investor or Representative of a potential investor either (i) by passing on the investor’s or Representative’s contact details to the Client after having briefed the investor or Representative, or (iii) in writing (including email), by phone or in person (and “Introduce” and “Introduces” shall be interpreted accordingly);
“Introduction Date” means the date on which Connectd first Introduces the investor and/or Representative to the Client;
“Introduction Period” means one year from the Introduction Date, irrespective of whether such period ends before or after the date of termination or expiry of this agreement;
“Investment” means any equity or debt injection of capital into the Company or any member of its Group or any of its affiliates or clients. Where the terms of an investment contemplate amounts being paid in tranches (including on different terms, for example where there is an advanced subscription), the Investment will include all tranches for the purposes of this agreement.
“Representative” means an employee, officer, intermediary, agent or representative of a person;
4.1 The Client agrees that, in exchange for Connectd making Introductions to potential investors or their Representatives, that it will pay introduction fees on all Investments received by the Client or any member of its Group from investors during the Introduction Period, where Connectd has
Introduced the relevant investor or a Representative of the relevant investor to the Client (“Introduction Fees”).
4.2 Introduction Fees due in accordance with clause 4.1 will be calculated and due in accordance with the Commissionable Rate as set out in the Order Form, plus VAT.
4.3 Introduction Fees will become due as soon as the Client receives the applicable Investment and the Client agrees to pay them within no later than 14 days from the date the Investment is received. The Client undertakes to notify Connectd as soon as any Investment is received, and keep it regularly updated throughout the Investment process. The Client agrees that any failure to do so may give rise to an action against it in damages, which may include but shall not be limited to claims for the Introduction Fee, compensation for all Connectd time committed to the Client which had previously not been charged at its then current day rates, damages for breach of contract, injunctive or equitable relief and applicable statutory interest.
4.4 If an Investment is to be paid in instalments, Connectd will receive the Introduction Fees in the same proportions as the Company receives the applicable Investment, and the calculations will be made in accordance with clause 4.2 based on the Investment total.
4.5 If multiple Investments are completed by the same Investor, the Introduction Fees will only apply so long as the Investments occur during the Introduction Period.
4.6 If either party gives notice to terminate this agreement, then all rights accrued by Connectd in delivery of the applicable Services will survive termination, and Introduction Fees will remain due in respect of all applicable Investments secured following Introductions during the Introduction Period.
4.7 The Client shall at all times act in good faith towards Connectd and not act against Connectd’s financial interests or engage in any activity that may have a direct or indirect effect of reducing artificially any payments due to Connectd under this agreement or which may have the effect of circumventing or negating Connectd’s right or entitlement to them. For this purpose, it does not matter which corporate entity receives the Investment, or whether the Investment is specifically used towards the Client’s then current brand.
4.8 All sums payable under this agreement shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, then the Client shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by Connectd equals the full amount which would have been received by it had no such deduction or withholding been required.
4.9 Connectd may make Introductions to potential investors (or their Representatives) so that they can then seek out and bring together other potential investors for the purpose of making an Investment in the Client either together or independently (“Secondary Investors”). The parties agree that the intention is that the terms relating to Introductions and Introduction Fees in this agreement will apply equally to any Investment obtained from Secondary Investors, as well as the principal investors. For example, Connectd may Introduce the Client to a potential investor (such as an independent investor or corporate finance institution) which brings in other financial institutions to join the transaction, and in this case, Investments received from both the original potential investor and the financial institution will be covered by the Introduction Fee terms of this agreement.
4.10 The Client shall provide Connectd with a copy of each applicable Investment agreement and any applicable ancillary documents which include reference to further Investment and payment schedules, no later than 14 days after the relevant agreement is completed. Any failure to notify Connectd of completion or take other action to circumvent or avoid payment of fees to Connectd will result in Connectd being entitled to charge and invoice for x3 the amount which would have been due.
4.11 These terms do not obligate the Client to accept any offer of any kind from any potential investor, and the Client may refuse to conclude any transaction with a potential investor for any reason in the Client’s sole discretion. Introduction Fees will only be payable on Investment amounts received.
TERM AND TERMINATION
5.1 This agreement shall last for the Term and any extension thereof, terms of which shall be mutually agreed in writing.
- Either party may immediately terminate this agreement if:
(i) the other party commits a serious or repeated breach of any of its obligations hereunder and such breach is not capable of remedy or, if capable of remedy, such breach continues un-remedied for thirty (30) days after written notice is given to the other party requiring a remedy;
(ii) the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
(iii) an order is made, a petition is filed, or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or re-construction);
(iv) an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business (or notice to appoint such a person is given, or any entity becomes entitled to appoint such a person);
(v) the other party commences negotiations, or makes any composition, with its creditors or takes or suffers any similar or analogous action in consequence of debt;
(vi) a creditor or encumbrancer of the other party 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 the other party's assets; or
(vii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses ii to vi (inclusive),
5.3 Any termination shall be without prejudice to the rights of any of the parties accrued as at the date of termination, and terms which naturally survive termination (such as but not limited those relating to Introduction Fees, confidentiality, intellectual property and data protection).
6.1 Each party represents and warrants to the other party that:
(i) it is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation;
(ii) it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this agreement (and any other agreements to be entered into in connection with this agreement);
(iii) the execution, delivery and performance of this agreement has been properly authorised by it and does not, and shall not contravene any existing law applicable to it; or breach the terms of its constitutional documents.
6.2 The Client further warrants to Connectd that:
(i) it will act honestly, reasonably and diligently in all respects when receiving the Services and communicating with Connectd;
(ii) the share capital of the Client is as stated on the public register at Companies House;
(iii) the Client will comply in all respects with all provisions of this agreement, in particular section 4 (compensation);
(iv) all Intellectual Property which is, or is likely to be, material to the Client, is (or in the case of applications, will be) legally and beneficially vested exclusively in the Client, is valid and enforceable and not subject to any claims of opposition from any third party;
(v) the Client is not aware of any intellectual property infringement claims in relation to any of the Client’s intellectual property, or which allege the Client is breaching any third party’s intellectual property rights;
(vi) the Client is not involved in any actual or pending litigation or disputes affecting the Client or the Brand and is not aware of any circumstances which may lead to any such proceedings or dispute;
(vii) the Client has no material liabilities that have not been disclosed;
(viii) the Client is not in breach of any statutory obligations in relation to the Company’s business and operations;
(xi) the Client has not granted any security over its assets to any third party; and
(x) the Client is not in default of any agreement to which it is a party, or a party to any unusually onerous or long term agreements which could involve a material obligation or liability which has not been disclosed.
7.1 If a question, dispute or difference arises between Connectd and the Client in relation to this agreement then either party may notify the other of such question, dispute or difference with a view to an amicable discussion about and resolution of such question, dispute or difference. If, following such notification, such resolution is not found within 7 days then either party may pursue such action as it deems fit in accordance with applicable law.
8.1 Each party agrees to keep all information relating to these terms and each party’s businesses, and will ensure that its respective employees and agents, and those of its Group companies, do the same. Keeping the information confidential includes not using it for purposes beyond what this agreement sets out, or generally to the detriment of the other party.
8.2 Section 8.1 will not apply where disclosures are made:
(i) to their professional advisors;
(ii) with written consent of the other parties;
(iii) when required by law, a law enforcement agency, a tax authority, a governmental or regulatory authority or similar; or
(iv) in relation to clearly and obviously non-confidential information, particularly where the information is already in the public domain.
8.3 Neither party may use the other party’s confidential information for any purpose other than performing its obligations pursuant to these terms, and each party shall take all reasonable steps to ensure that the confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms.
“Intellectual Property” means: (a) all intellectual property rights worldwide arising under statutory or common law or by contract including patents, rights in registered and unregistered trademarks and trade dress, rights in registered and unregistered designs, trade, business and company names, internet domain names and email addresses, copyright (including moral rights), database rights, rights in software, knowhow, secret formulae and processes, lists of suppliers and customers and other confidential and proprietary knowledge and information; and (b) all applications and rights to apply for the registration of intellectual property rights anywhere in the world.
9.1 All Intellectual Property rights in any work delivered by Connectd specifically for the Client shall, subject to receipt of all due consideration from the Client under or in relation to this agreement, be assigned to the Client on delivery, subject to payment of all agreed fees.
9.2 The Client acknowledges that Connectd generates materials for general use within its business and/or with other clients, which materials are protected by copyright owned by Connectd or its licensors. The Client shall gain a non-exclusive right to use certain of such materials, as agreed with Connectd from time to time, under licence but shall not gain any other rights to or interest in such materials unless specifically agreed by Connectd in writing. Connectd reserves the right to withdraw, recall or modify any such materials at any time on demand after the Term.
9.3 The Client retains all Intellectual Property in its own brand and business generally, and nothing in this agreement is intended to or will transfer any such Intellectual Property.
10.1 Each party shall comply with the Data Protection Act 2018 (DPA) and the EU General Data Protection Regulation (GDPR) (together, the Data Protection Legislation) when processing personal data. Both parties will ensure that any disclosure of Personal Data (as defined in the Data Protection Legislation) to the other party is compliant with the Data Protection Legislation. Connectd will process Personal Data pursuant to written instructions of the Client only and will keep all Personal Data secure whilst in its possession and shall at the Client's instruction permanently delete the Personal Data.
10.2 Each party will ensure that it or any of its staff consent to (i) the other party making their personal information available to those who provide products or services to them such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of any part of that party’s business; and (ii) the transfer of such information to the that party’s business contacts outside the European Economic Area.
10.3 Each party shall:
(i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
(ii) not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and
(iii) promptly report to the other party any request or demand for, or offer of, any undue financial or other advantage of any kind in connection with the performance of these terms.
11.1 Connectd shall not be liable for any loss or damage in excess of 100% of the total sums paid to it under this agreement in the 12 months preceding the claim, except where it may not lawfully exclude or limit liability (such as for fraud, or death or personal injury arising out of its negligence). Connectd will not be liable for any matters occurring beyond its reasonable control, such as relating to the Client securing investment.
11.2 Where Connectd makes an Introduction, Connectd makes no representation or warranty as to the nature of the party which it has Introduced to the Client. Connectd is under no obligation to vet or investigate any potential investor, and will never be responsible or liable for any relationship of any sort which then forms between the Client, any member of its Group and any potential investor or Representative. The Client and all third parties make their own independent judgments, and the Client agrees that it is required to undertake its own due diligence before entering into any relationships with third parties.
11.3 The Client agrees to indemnify and hold Connectd harmless for any loss incurred by it (including reasonable professional fees) as a result of the Client’s breach of these terms, including without limitation breach of any warranty, any act of dishonesty or attempted circumvention, any breach of a third party’s Intellectual Property rights, or any action which could impose any liability on Connectd.
11.4 Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury caused by its negligence.
11.5 Each party undertakes to act in good faith towards the other in respect of the Connectd Introduction Fees and this arrangement generally.
12.1 These terms (including the Order Form), and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these heads of terms or its subject matter.
12.2 Before resorting to the courts system, the parties will attempt to resolve any dispute or disagreement amicably between them in accordance with clause 7.
OTHER LEGAL TERMS
13.1 This is an agreement between the parties and only they can enforce it, although the Client agrees it can be enforced against another member of the Client’s Group where an Introduction Fee is due from it.
13.2 These terms represent the entire agreement between the parties in relation to the subject matter hereof and supersedes any previous agreement or representation whether written or oral made by either party.
13.3 No amendment or variation of the terms will be effective unless in writing and signed by an authorised person on behalf of all parties, save where Connectd has agreed to additional scopes of work with Client by email and has commenced working on them.
13.4 All parties must agree in writing before the terms are amended, assigned, sub-contracted or transferred in any way.
13.5 If any part of any provision of these terms are deemed invalid or unenforceable, that will not affect the validity or enforceability of the remainder of such provision or of any other provision.
13.6 No release, delay or waiver by one party in favour of the other of any part of any of its rights will be binding unless given in writing (including email). Any binding release, delay or waiver will be confined to the specific circumstances in which it is given; not affect any other enforcement of the same right or the enforcement of any other rights available in these terms; and be revocable at any time in writing.
13.7 The Client agrees that Connectd may refer to the Client by name and/or use any logo or other trade mark of the Client in its advertising and promotional material, with prior written permission from the Client, and vice versa.
13.8 Connectd shall act as independent contractor. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party or authorise any party to make or enter into any commitments for or on behalf of the other party. Connectd may, at its discretion, perform its obligations through any employee, agent or subcontractor, with prior written permission from the Client.
13.9 Any notice shall be in writing and be delivered by hand, by courier using an internationally-recognised courier company or by email to an address previously notified to the other party in writing. A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, or at the time stated on the courier’s receipt if by courier, or at the time of successful transmission if by email, provided that where delivery occurs after 5.30pm on a working day in the place of receipt, notice shall be deemed to have been received at 9.00am on the next following business day in the place of receipt.
13.10 Corporate definitions:
Group: in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company; and each company in a Group is a member of the Group. Unless the context otherwise requires, the
application of the definition of Group to any company at any time shall apply to the company as it is at that time.
Subsidiary: in relation to a company wherever incorporated (the holding company), any other company in which the holding company (or a person acting on its behalf) directly or indirectly holds or controls either:
(a) a majority of the voting rights exercisable at general meetings of the company; or
(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of the company,
and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company.