Adviser portal
terms and conditions

1. Definitions and interpretation

The definitions and rules of interpretation set out in Schedule 1 apply in these terms and conditions (including any Schedules) ("Conditions").

2. Regulatory status

In operating the Adviser Portal and providing the Services, CoInvestor is acting as an intermediary between the Firm (and the Firm's Advisers and Investors) and the Managers. CoInvestor is authorised and regulated by the FCA to arrange deals in investments and make arrangements with a view to transactions in investments including arranging custodian, receiving agent and/or nominee services from an appropriately authorised third party.

3. Term and Agreement

• 3.1 Registration on the Adviser Portal constitutes an offer by the Firm to receive the Services from CoInvestor in accordance with these Conditions. The Firm is responsible for ensuring that all registration details provided by the Firm are complete and accurate.
• 3.2 This Agreement shall come into force and become binding on the parties on the date Commencement Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods equal to the duration of the Initial Term (each a "Renewal Period"), unless:
  • 3.2.1 either party notifies the other party in writing of termination, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the Initial Term or the relevant Renewal Period; or
  • 3.2.2 it is otherwise terminated in accordance with the provisions of this Agreement, and the Initial Term together with any subsequent Renewal Periods shall constitute the "Term".
• These Conditions apply to the Agreement between the Firm and CoInvestor to the exclusion of any other terms that the Firm seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Firm waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Firm that is inconsistent with this Agreement.
• Any demos, drawings, descriptive matter or advertising produced by CoInvestor and/or its affiliates are produced for the sole purpose of giving an approximate idea of the functionality of the Adviser Portal and/or the Services. They shall not form part of the Agreement nor have any contractual force.

4. Services

• 4.1 CoInvestor shall make the Adviser Portal available for use by the Registered Users and shall, during the Term, provide the Services to the Firm on and subject to the terms of this Agreement.
• 4.2 CoInvestor shall grant access to the Firm's Registered Users to: (i) browse various Investment Opportunities listed by the Managers; (ii) submit applications to Invest; (iii) communicate with Investors and/or Managers in relation to Investment Opportunities, Investments and Other Relevant Investments; and (iv) receive relevant reporting information in relation to Investments and/or Other Relevant Investments, as submitted by the relevant Managers in connection with the administration of such investments and compliance with the Managers' reporting obligations.
• 4.3 The Firm acknowledges and agrees that:
  • 4.3.1 the Adviser Portal is designed for use in the United Kingdom in relation to FCA regulated Investment Opportunities. Consequently: (i) the ability to make Investments by or on behalf of Investors based outside the UK may be restricted by CoInvestor and/or the relevant Manager(s); (ii) CoInvestor reserves the right to refuse to list and/or to remove an Investment Opportunity which is not subject to, and/or is not being made in compliance with, the FCA Rules; and (iii) those who use the Adviser Portal from outside the UK are responsible for compliance with all Applicable Laws;
  • 4.3.2 any Investment Opportunities and other Content made available via the Adviser Portal (including any Reporting Data) are provided on “as is” basis and (without prejudice to the generality of clause 13.1.2) CoInvestor makes no warranty or representation: (i) as to the availability of any specific Investment Opportunities and/or other Content; (ii) as to the accuracy and/or completeness of any Content; and/or (iii) that any information obtained by the Firm and/or any Registered User through the Adviser Portal will meet the Firm's and/or Registered User's requirements;
  • 4.3.3 CoInvestor's role is limited to the conduit of the Content supplied by the Manager(s) and CoInvestor (and/or its officers, employees and/or affiliates, including any custodian and/or receiving agent appointed by CoInvestor) do not and will not: (i) provide any advice and/or recommendation in respect of any matters referred to in such Content; (ii) review the accuracy and/or completeness of any Content; (iii) review or conduct any assessment of suitability of any particular Investment Opportunity for any Investor, (notwithstanding that the Adviser Portal may include a questionnaire enabling the Firm and/or its Advisers to conduct such an assessment based on the information supplied by the relevant Investors); (iv) carry out any due diligence in respect of any Investment Opportunities; (v) become a party to any agreements between the Firm and/or Investors and any Managers in respect of any Investment Opportunities; and/or (vi) complete any tax or other filings or formalities relating to any Investments; and
  • 4.3.4 the Firm and its Registered Users shall be solely responsible for ensuring that all relevant information, documentation and applications in relation to any Investment Opportunity are submitted within the timeframes prescribed by the relevant Manager and/or CoInvestor in respect of such Investment Opportunity. Consequently, but subject to clause 13.2 (liability for death, personal injury or fraud), CoInvestor (and/or its officers, employees and/or affiliates, including any custodian and/or receiving agent appointed by CoInvestor, if applicable) do not accept any liability whatsoever and howsoever arising (including negligence) in relation to any missed and/or uncompleted Investment Opportunities, unless a failure to Invest is attributable solely to CoInvestor's deliberate default or wilful misconduct.
• 4.4 Any Investments via the Adviser Portal shall be made in accordance with the terms set out in the documentation applicable to the relevant Investment Opportunity, as made available via the Adviser Portal or otherwise communicated by the relevant Manager.
• 4.5 The Firm agrees to provide (and procure that the relevant Investor provides), promptly upon request by CoInvestor or the relevant Manager, appropriate authorisation in writing in a form specified by CoInvestor or the relevant Manager, authorising such Manager to provide relevant Reporting Data in respect of such Investments and/or Other Relevant Investments.
• 4.6 CoInvestor shall have the right to reject any Firm Material for inclusion in the Adviser Portal, if, in CoInvestor's reasonable opinion, such Firm Material does not comply with any Applicable Laws and/or could, in CoInvestor's reasonable opinion, adversely affect CoInvestor's reputation.
• 4.7 The Firm acknowledges and agrees that CoInvestor will have the right to put its copyright notices on the Adviser Portal, including a "Powered by CoInvestor" (or similar) credit, and the Firm shall not remove or otherwise interfere with any such notices and/or credit.
• 4.8 CoInvestor shall use reasonable endeavours to make the Adviser Portal available 24 hours a day, seven days a week, except for: (i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (ii) unscheduled maintenance performed outside Normal Business Hours, provided that CoInvestor has used reasonable endeavours to give the Firm at least 6 Normal Business Hours' notice in advance.
• 4.9 The Firm acknowledges that the Adviser Portal and the Services are made available via the internet and as a result, the availability thereof may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently, the Firm acknowledges and agrees that CoInvestor: (i) does not warrant that the Registered User's use of the Adviser Portal will be uninterrupted or error-free; and (ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
• 4.10 CoInvestor shall have the right to make any changes to the functionality of the Adviser Portal and/or to the Services from time to time: (i) to reflect any changes in the Manager's offering and/or their arrangements with CoInvestor: (ii) to address the Registered Users' needs; (iii) to comply with any Applicable Laws; and/or (iv) changes that do not materially affect the nature or quality of the Adviser Portal and/or the Services, including any updates, upgrades and new releases of the software underlying the Adviser Portal.
• 4.11 CoInvestor shall, as part of the Services and at no additional cost to the Firm, provide the Firm with CoInvestor's standard technical support services during Normal Business Hours in accordance with CoInvestor's standard support services. The Firm may purchase enhanced support services separately at CoInvestor's then current rates.

5. Registered User Access

• 5.1 Subject to the Firm's compliance with clause 9.1 (payment of Charges), the restrictions set out in this clause 5 and the other terms and conditions of this Agreement, CoInvestor hereby grants to the Firm a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Registered Users during the Term to use the Adviser Portal and the Documentation.
• 5.2 In relation to the Registered Users, the Firm undertakes that:
  • 5.2.1 it will use reasonable endeavours to ensure that (i) any Registered User Access is not used by more than one individual Registered User (unless a Registered User Access is re-assigned by CoInvestor to a different Registered User upon the Firm's request) and (ii) each Registered User shall use "two factor authentication" to sign in to the Adviser Portal and shall keep a secure password and other login information confidential;
  • 5.2.2 it shall permit CoInvestor or CoInvestor's designated auditor (in each case, subject to CoInvestor and/or CoInvestor's auditor respecting unrelated confidential information of the Firm) to audit the use of the Adviser Portal in order to verify the Firm's compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at CoInvestor’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Firm's normal conduct of business; and
  • 5.2.3 if any of the audits referred to in clause 5.2.2 reveal that any password has been provided to any individual who is not a Registered User (or to a number of individuals), then without prejudice to CoInvestor's other rights, CoInvestor may disable such Registered User Access.
• 5.3 The Firm shall not, and shall use reasonable endeavours to ensure that the Registered Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Adviser Portal that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property, and CoInvestor reserves the right, without liability or prejudice to its other rights, to disable the Firm's and/or any Registered User Access to any material that breaches the provisions of this clause.
• 5.4 The Firm acknowledges and agrees that: (i) the access to and use of the Adviser Portal by the Registered Users shall be subject to the acceptance of the Registered User Terms and Conditions by such Registered Users; and (ii) the Registered User Terms and Conditions published on the Adviser Portal from time to time shall govern the relationship between CoInvestor and the Registered Users and that in the event of a material breach and/or persistent breaches of the Registered User Terms and Conditions by any Registered User, CoInvestor shall have the right, at its sole discretion, to suspend or withdraw the Registered User Access for any such Registered User.
• 5.5 The Firm shall not:
  • 5.5.1 except as may be allowed by this Agreement and/or any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Adviser Portal, the Documentation and/or any Content made available via the Adviser Portal (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software underlying the Adviser Portal;
  • 5.5.2 access all or any part of the Adviser Portal in order to build a product or service which competes with the Services;
  • 5.5.3 use the Services to provide services to third parties (other than its Investors);
  • 5.5.4 subject to clause 22 (Assignment), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make any of the Services available to any third party except the Registered Users in accordance with this Agreement, or
  • 5.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 5.
• 5.6 The Firm shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify CoInvestor.
• 5.7 The rights provided under this clause 5 are granted to the Firm only, and, unless otherwise agreed in writing between the parties, shall not be considered granted to any subsidiary or holding company of the Firm.

6. CoInvestor's obligations

• 6.1 CoInvestor shall:
  • 6.1.1 provide the Services in accordance with this Agreement in all material respects;
  • 6.1.2 perform the Services with reasonable care and skill; and
  • 6.1.3 comply with all Applicable Laws, including, for the avoidance of doubt, the FCA Rules, provided that CoInvestor shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement. If there is any change to any Applicable Laws and such change affects CoInvestor's ability to comply with the terms of the Agreement in any material respect, CoInvestor and the Firm shall negotiate in good faith appropriate changes to the affected provisions of the Agreement to the extent necessary to ensure that CoInvestor's performance of its obligations under the Agreement is in accordance with such Applicable Laws.
• 6.2 This Agreement shall not prevent CoInvestor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7. Firm's obligations and warranties

• 7.1 The firm shall:
  • 7.1.1 provide CoInvestor with all necessary co-operation in relation to this Agreement;
  • 7.1.2 provide CoInvestor with all information, documentation and/or certification required by CoInvestor in order to provide the Services and/or comply with all Applicable Laws, including any Certificate of Verification of Identity prescribed by CoInvestor from time to time (including in an electronic format) and/or other information in respect of any "know your customer" and/or anti-money-laundering checks carried out by the Firm in relation to Investors (if any);
  • 7.1.3 inform CoInvestor immediately in the event the Firm's authority to act on behalf of an Investor is terminated for any reason;
  • 7.1.4 provide CoInvestor all Registered User Data and/or Firm Material required for the provision of the Adviser Portal and the Services in a timely manner and in the format reasonably required by CoInvestor;
  • 7.1.5 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Adviser Portal, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Firm's network connections or telecommunications links or caused by the internet availability;
  • 7.1.6 without affecting its other obligations under this Agreement, comply with all Applicable Laws and regulations with respect to its activities under this Agreement; and
  • 7.1.7 obtain and maintain all necessary licences, consents, and permissions necessary in connection with this Agreement.
• 7.2 The Firm warrants that any content, information, materials, instructions or other items provided in connection with this Agreement (including any Registered User Data and Firm Material), shall: (i) to the best of its knowledge, be accurate and complete and suitable for the purpose for which they were provided or requested; and (ii) will not infringe any rights of any other person or any Applicable Law.
• 7.3 The Firm confirms, represents and warrants, on a continuous basis that:
  • 7.3.1 it has FCA authorisation (or appropriate appointed representative status or is entitled to rely on an exemption from such authorisation) to provide independent financial advice to Investors and make Investments on behalf of Investors; and
  • 7.3.2 it (and/or the relevant Adviser) has carried out an assessment (in accordance with the FCA Rules) and is satisfied that the relevant Investment Opportunity in which the Firm (and/or the relevant Adviser) is Investing on behalf of an Investor, is suitable and appropriate for such Investor.
• 7.4 The Firm acknowledges and agrees that the Managers may rely on the assessment of suitability and appropriateness carried out by the Firm (and/or its Adviser(s)) in respect of such Manager's Investment Opportunities. The Firm shall, or shall procure that the relevant Adviser(s) shall, notify the relevant Manager(s) as soon as it/he/she becomes aware of any circumstances that could in any way affect such assessment.
• 7.5 The Firm (and/or the relevant Adviser) shall at all times have proper and valid authority to act on behalf of the Investors, including to select Investment Opportunities, Invest via the Adviser Portal on such Investors' behalf and to receive the Reporting Data in relation to the Investments and/or Other Relevant Investments. The Firm shall, upon request from CoInvestor, provide evidence of such authority to CoInvestor's reasonable satisfaction. In the event CoInvestor is not satisfied with the evidence of authority supplied by the Firm, CoInvestor shall be entitled to suspend or withdraw the Firm's ability to act on behalf of the relevant Investor(s) in the use of the Adviser Portal, including the receipt of any Reporting Data in relation to such Investments and/or Other Relevant Investments.

8. Additional Modules and/or Services

• 8.1 The Firm may, from time to time, request an Additional Module and/or Service.
• 8.2 CoInvestor shall charge for any such Additional Module and/or Service in accordance with its Standard Rates.

9. Charges and payment

• 9.1 In consideration for the provision of the Services, the Firm shall pay CoInvestor the Charges in accordance with this clause 9.
• 9.2 CoInvestor shall calculate its Charges by reference to its Standard Rates.
• 9.3 The Firm shall pay each invoice within 30 days after the date of receipt of such invoice.
• 9.4 If CoInvestor has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of CoInvestor:
  • 9.4.1 CoInvestor may, without liability to the Firm, disable the Registered User Access to all or part of the Adviser Portal and CoInvestor shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
• 9.5 All amounts and fees stated or referred to in this Agreement: (i) shall be payable in pounds sterling; (ii) are non-cancellable and non-refundable; (iii) are exclusive of value added tax, which shall be added to CoInvestor's invoice(s) at the appropriate rate.

10. Proprietary rights and data

• 10.1 Nothing in this Agreement shall affect the ownership of Intellectual Property Rights existing prior to the Commencement Date.
• 10.2 The Firm shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Registered User Data entered onto the Adviser Portal by the Nominated Users and shall on demand defend, indemnify and hold harmless CoInvestor against any claim, action, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) suffered by CoInvestor arising out of or in connection with the Firm's breach of this clause 10.2.
• 10.3 CoInvestor shall follow its archiving and back up procedures for all Registered User Data, in accordance with good industry practice. In the event of any loss or damage to Registered User Data, CoInvestor shall use reasonable commercial endeavours to restore the lost or damaged Registered User Data from the latest back-up of such Registered User Data maintained by CoInvestor.
• 10.4 In respect of any personal data comprised in the Registered User Data or any other data exchanged between the parties pursuant to this Agreement, each party shall comply with the applicable provisions of the Data Protection Schedule.
• 10.5 The Firm acknowledges and agrees that CoInvestor and/or its licensors own all Intellectual Property Rights in the Adviser Portal (other than any Firm Material published on the Adviser Portal pursuant to this Agreement), the Documentation, any Derived Data and/or the Services. Except as expressly stated herein, this Agreement does not grant the Firm any rights or licences in respect of the Adviser Portal, the Documentation and/or the Services.
• 10.6 As between CoInvestor and the Firm, the Firm and its licensors shall own and retain all right, title and interest in the Firm Material. The Firm hereby grants to CoInvestor a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Firm Material to the extent necessary to provide the Services and/or in connection with CoInvestor's regulatory obligations.
• 10.7 CoInvestor confirms that it has all the rights in relation to the Services, the Documentation and/or the Content that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Confidentiality

• 11.1 Each party agrees, during the Term and thereafter, to keep confidential, and not to use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other to disclose to any third party (except its professional advisors under obligations of confidentiality) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its customers, suppliers or other trading partners. Without limiting the generality of this clause: (i) the technology of the Adviser Portal, the Documentation and the Services shall constitute confidential information of CoInvestor; and (ii) the terms of this Agreement shall constitute confidential information of each party.
• 11.2 The restrictions at clause 11.1 shall not apply to the extent that: (i) such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge, in each case other than by breach of this Agreement; or (ii) subsequently comes lawfully into the possession of such party from a third party; or (iii) such information is required to be disclosed by law or competent authority.
• 11.3 Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
• 11.4 CoInvestor may use the Firm's name and logo to designate the Firm as a user of the Platform in its publicity and/or advertising material, including on any website operated by CoInvestor.

12. Indemnity

• 12.1 The Firm shall on demand defend, indemnify and hold harmless CoInvestor against any claim, action, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
  • 12.1.1 any claim that the use of the Firm Material in accordance with this Agreement infringes any third party Intellectual Property Rights or other rights of third parties;
  • 12.1.2 any act or omission of the Firm in breach of any of its warranties in clause 7.2 (information provided by the Firm) and/or clause 7.3 (Regulatory warranties);
  • 12.1.3 any claim by any Investor made in connection with any advice received by such Investor from the Firm and/or any of its Advisers, and/or in connection with any Investments made by the Firm and/or any of its Advisers on behalf of such Investor; and/or
  • 12.1.4 any breach by the Firm of any Applicable Laws, provided that: (i) the Firm is given prompt notice of any such claim; (ii) CoInvestor provides reasonable co-operation to the Firm in the defence and settlement of such claim, at the Firm's expense; and (iii) the Firm is given sole authority to defend or settle the claim.
• 12.2 CoInvestor shall on demand defend the Firm against any claim that the use of the Adviser Portal in accordance with this Agreement infringes any United Kingdom Intellectual Property Rights, and shall indemnify the Firm for any amounts awarded against the Firm in judgment or settlement of such claims, provided that: (i) CoInvestor is given prompt notice of any such claim; (ii) the Firm provides reasonable co-operation to CoInvestor in the defence and settlement of such claim, at CoInvestor's expense; and (iii) CoInvestor is given sole authority to defend or settle the claim.
• 12.3 In the defence or settlement of any claim referred to in clause 12.2, CoInvestor may procure the right for the Firm and its Registered Users to continue using the Adviser Portal, replace or modify the Services so that they become non-infringing or, if such remedies are not in CoInvestor's reasonable opinion available, terminate this Agreement on not less than two Business Days' notice to the Firm without any liability or additional costs to the Firm.
• 12.4 In no event shall CoInvestor, its employees, agents and sub-contractors be liable to the Firm under clause 12.2 or otherwise to the extent that the alleged infringement is based on: (i) a modification of the Services by anyone other than CoInvestor; or (ii) the Firm’s (or its Registered Users’) use of the Adviser Portal and/or the Services in a manner contrary to the instructions given to the Firm by CoInvestor (including in any Documentation); or (iii) the Firm's (or its Registered Users') use of the Adviser Portal and/or the Services after notice of the alleged or actual infringement from CoInvestor or any appropriate authority.
• 12.5 Clauses 12.2 to 12.4 state the Firm's sole and exclusive rights and remedies, and CoInvestor's (including CoInvestor's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.

13. Limitation of liability

• 13.1 Except as expressly and specifically provided in this Agreement:
  • 13.1.1 the Firm assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Firm and/or its Registered Users, and for conclusions drawn from such use, whether by the Firm or by the Registered Users. CoInvestor shall have no liability for any damage caused by errors or omissions in any information, instructions or other materials provided to CoInvestor by the Firm (and/or any of its Registered Users) or any Manager in connection with the Services, or any actions taken by CoInvestor at the Firm's direction; and
  • 13.1.2 the Services are provided to the Firm on an “as is” basis and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement.
• 13.2 Nothing in this Agreement excludes the liability of CoInvestor: (i) for death or personal injury caused by CoInvestor's negligence; or (ii) for fraud or fraudulent misrepresentation.
• 13.3 Subject to clause 13.1 and clause 13.2:
  • 13.3.1 neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: (i) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; (ii) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); (iii) any loss or liability (whether direct or indirect) under or in relation to any other contract; (iv) any pure economic loss; and/or (v) any special, indirect or consequential loss; and
  • 13.3.2 other than in respect of any Charges properly due under this Agreement and any indemnification obligations under this Agreement (which shall be unlimited), each party's total aggregate liability to the other party for any claim (or a series of connected claims) in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equal to the total Charges paid and/or payable by the Firm during the 12 months immediately preceding the date on which the claim (or the first claim in a series of connected claims) arose.

14. Termination

• 14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
  • 14.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
  • 14.1.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  • 14.1.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
  • 14.1.4 the other party (or the terminating party) ceases to be authorised by the FCA; or
  • 14.1.5 the other party is affected by an Insolvency Event.
• 14.2 On termination of this Agreement for any reason:
  • 14.2.1 the right granted under clause 5.1 (right to permit Registered Users to use the Adviser Portal) of this Agreement and all other licences granted under or pursuant to this Agreement shall immediately terminate;
  • 14.2.2 subject to clause 14.3, all Registered User Access shall cease immediately;
  • 14.2.3 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party and all confidential information of the other party shall be, at the order of that other party, returned or destroyed, unless retention of any such item is required under the Applicable Laws;.
  • 14.2.4 any rights, remedies, obligations or liabilities of the parties that 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 shall not be affected or prejudiced;
  • 14.2.5 any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement (including, without limitation), clauses 9 (Charges and payment), 10 (Proprietary rights and data), 11 (Confidentiality), 12 (Indemnity), 13 (Limitation of liability), 14 (Termination), 18 (Waiver), 19 (Rights and remedies), 20 (Severance), 21 (Entire agreement), 23 (No partnership or agency), 24 (Third party rights), 25 (Notices), 26 (Dispute resolution), 27 (Governing law), 28 (Jurisdiction), Schedule 1 (Definitions and interpretation) and Schedule 2 (Data Protection Schedule) shall remain in full force and effect.
• 14.3 Nothing in this Agreement shall restrict or prevent CoInvestor from granting access to its CoInvestor Connect Platform to any Investor, whether during the Term of this Agreement or after termination thereof.

15. Professional client

• 15.1 CoInvestor shall treat the Firm rather than the underlying Investor as its client for the purposes of the FCA Rules, unless the underlying Investor is making non-advised Investments via the Adviser Portal.
• 15.2 CoInvestor has categorised the Firm as a "professional client" for the purposes of the FCA Rules.

16. Force majeur

CoInvestor shall have no liability to the Firm under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CoInvestor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Firm is notified of such an event and its expected duration.

17. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

• 20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
• 20.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

• 21.1 This Agreement 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.
• 21.2 Each party acknowledges that in entering into this Agreement 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 this Agreement.
• 21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

22. Assignment

• 22.1 Save as provided in clause 22.2 and/or clause 22.3, neither party may subcontract, assign, transfer, novate, grant any trust over, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other party, such request not to be unreasonably withheld or delayed.
• 22.2 Not withstanding clause 22.1, either party may assign, transfer, novate, grant any trust over, or otherwise deal with its rights and obligations under this Agreement, in part or in full, without the prior written consent of the other party to an acquirer of assets or a successor by merger.
• 22.3 CoInvestor shall be entitled to subcontract its obligations under this Agreement (subject to the provisions of the Data Protection Schedule) to any third party or engage third-party agents or subcontractors without obtaining the Firm's prior consent.

23. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

• 25.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its usual place of business, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as notified in writing by the other party from time to time.
• 25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
• 25.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

26. Dispute resolution

• 26.1 if any dispute arises in connection with this Agreement, each party shall appoint a representative duly authorised to enter into settle disputes and enter into legally binding agreements on behalf of such party ("Representative"). The Representatives of the parties will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
• 26.2 if the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ('ADR notice') to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice.
• 26.3 The commencement of mediation will not prevent the parties commencing or continuing court proceedings.

27. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).