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User Agreement for Investors

This User Agreement (“Agreement”) is a contract between You, as the user of the Platform, and Capitalex, as the owner of the Platform.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: “Website Terms & Conditions of Use” and “Privacy Policy”. These agreements are collectively, with this Agreement, called the “Terms of Service”. These Terms of Service set out the terms under which You may use the Platform.

Please read this Agreement carefully as it contains important information regarding your legal rights and obligations.

Capitalex may, in its sole discretion, modify or amend this Agreement (“Amendments”) at any time by posting a revised version on the Platform at https://capitalex.co.uk/investor-terms. Amendments will be effective from the day they are posted on the Platform. Any subsequent use by You of the Platform following Amendments shall constitute your acceptance of all such Amendments. You understand that by using the Platform, You agree to be bound by the Terms of Service.

If You do not accept the Terms of Service in their entirety, You must not access or use the Platform.

In agreeing to the Capitalex Terms of Service You accept that You do so on behalf of an Investor as a legal entity, and You hereby represent and warrant that You have the authority to bind that Investor to the Capitalex Terms of Service.

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

  • Capital: Equity and/or debt, including but not limited to deferred, convertible and/or preference instruments;
  • Capitalex or We/Us/Our: means Capitalex Limited, a limited company registered in England under number 08990469, whose registered address is at 4 Aztec Row, Berners Road, Islington, London, United Kingdom, N1 0PW;
  • Company or Companies: a company whose profile is listed on the Platform;
  • Confidential Information: means any material or information regarding a Company provided to You by Us, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) was lawfully received by the Investor without restriction from a third party having the right to disseminate the information; or (b) was already known by the Investor prior to receiving it from Us and was not received from a third party in breach of that third party’s obligations of confidentiality;
  • Content: means any and all documents including, without limitation, reports, guides, templates, text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, the Platform;
  • Introduction: means the provision to You of the name or contact details of a Company where such information is provided to You either:
  • via your access to the Platform; or
  • via an employee or contractor of Capitalex;

“Introduce”, “Introduces” and “Introduced” shall be interpreted accordingly.

  • Investment: an investment of Capital made by an Investor into a Company;
  • Investor: means an investment firm, investment professionals, high-net-worth companies and certain sophisticated/high-net-worth investors (which have access to the Platform via one or more of their employees, officers, consultants or agents) and who in the course of their regular business from time to time make investments in private companies compliant with applicable United Kingdom Financial Services and Markets legislation;
  • Platform: the online platform provided by Us at capitalex.co.uk that displays Companies and enables Investors to connect with them;
  • Profile: means a profile of the Company prepared by Capitalex in coordination with the Company and approved by the Company for listing on the Platform;
  • Subscription fee: means a fee for access to the Platform, either now or in the future, which will be agreed in writing with the Investor by Capitalex before it applies;
  • System: means any online communications infrastructure that We make available through the Platform either now or in the future. This may include, but is not limited to, contact forms, email, live chat and forums;
  • You: means an employee, officer, consultant or agent of an Investor.

2. Introductions and Investments

2.1. In the event that an Investor makes an offer to invest Capital in the Company, the Investor must inform Capitalex without delay.

3. Listing and Removal from the Platform

3.1. By using the Platform, You:

  • (a) agree that We may publicly reference and publish the business name and logo of the Investor you represent on Our website, in sales presentations and in promotional materials; and
  • (b) authorise Capitalex to show the Investor’s profile (including its name, investment focus and description) to Companies and advisers using the Platform, and to show your name, job title and email address to the users of a Company once that Company has accepted an Introduction request from the Investor. Capitalex may keep your contact details private from a Company’s users at the Investor’s request.

3.2. Capitalex retains the right to remove an Investor at any time from the Platform.

3.3. You may request to leave the Platform and Capitalex will remove the Investor business name relating to You and cancel your access to the Platform as soon as reasonably practical.

3.4. You use the Platform on behalf of the Investor. Introduction requests are made on behalf of the Investor, and the Investor’s other users on the Platform can see introduction requests and connections specific to the Investor Profile.

3.5. The Platform suggests Companies to You based on your Investor mandate, Your own preferences and how You use the Platform, such as the Companies You follow or view. Companies can see how many times their Profile has been viewed and followed, as totals only, but not who viewed or followed it. Email alerts are optional and can be turned off at any time.

3.6. Recommendations from advisers and sponsored content on the Platform are labelled as such and are not recommendations by Capitalex.

3.7. Capitalex may use information on the Platform, including information in Profiles and how the Platform is used, to produce aggregated, anonymised statistics and reports (for example, the number of companies raising investment by sector and region), and may share them with third parties such as government bodies, research partners and data customers. These statistics and reports will not identify any company, investor or person.

4. Non-circumvention

4.1. Throughout the duration of this Agreement and for a period of 24 months following your removal from the Platform (the “Non-Circumvention Period”), You shall not make initial contact with a Company that You learned about through the Platform other than through the Platform, and You shall comply with Your obligations in clause 2.

4.2. You agree to use Capitalex as your exclusive method of connecting with, i.e., making initial contact, the Company. After Capitalex connects You with a Company, You may communicate with them directly subject to your obligations under this Agreement.

4.3. You agree to notify Capitalex immediately if any person (including but not limited to any employee, officer or consultant of the Company) suggests that You circumvent this Agreement.

4.4. However, if You do circumvent this Agreement and end up making an Investment in a Company, You will have committed a material breach of this Agreement, and the Investor’s access to the Platform will be permanently suspended.

5. Disclaimer

5.1. The Platform is an introduction-only service. Capitalex will not be responsible for providing advice of any nature in connection with an Investment. You will be solely responsible for seeking and obtaining legal, regulatory, financial, accounting or tax advice in connection with an Investment.

5.2. Capitalex does not make investment recommendations to You. The decision to proceed (or not) with an Investment is made solely by you as a registered Investor.

5.3. The Content made available on the Platform, including (but not limited to) a Profile, is not intended to be a financial promotion within the meaning of the Financial Services and Markets Act 2000 and is not an offer to the public.

6. Reliance on Information

6.1. The Content, including (but not limited to) a Profile on the Platform is provided for general information purposes only.

6.2. We make no representations, warranties or guarantees (express or implied) that the Content is accurate, complete, up-to-date, or does not infringe the rights of any third party.

7. Our Liability

7.1. To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Platform or the use of or reliance upon any Content included on the Platform.

7.2. To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Platform or any Content included on the Platform.

7.3. We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

7.4. We exercise all reasonable skill and care to ensure that the Platform is free from viruses and other malware. Subject to sub-clause 7.3, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Platform (including the downloading of any Content from it) or any other site referred to on the Platform.

7.5. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

7.6. Nothing in this Agreement excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

8. Confidentiality

8.1. You agree to keep the Confidential Information confidential and shall not use such Confidential Information except for the purpose of assessing a Company Introduced by Us to You.

8.2. You shall not disclose the Confidential Information in whole or in part to any third party, except that You may disclose the Confidential Information to employees, officers, contractors and professional advisers of the Investor who need to know such information.

8.3 For the avoidance of doubt, under these terms, where the Investor is an angel syndicate or network, individual angels or members of the syndicate or network are not considered to be employees, officers, contractors or professional advisers of the Investor. Confidential Information may only be shared with individual angels or members of the syndicate or network with the prior consent of the Company.

9. Privacy

9.1. Use of the Platform is also governed by Our Privacy and Cookies Policy, available from https://capitalex.co.uk/privacy/. This policy is incorporated into this Agreement by this reference.

10. Data Protection

10.1. All personal information that We may use will be collected, processed, and held in accordance with Regulation (EU) 2016/679, as incorporated into the domestic law of the United Kingdom pursuant to section 3 of the European Union (Withdrawal) Act 2018 and modified by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the ‘UK GDPR’), together with the Data Protection Act 2018, in each case as amended, including by the Data (Use and Access) Act 2025.

10.2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookies Policy available from https://capitalex.co.uk/privacy/.

11. Law and Jurisdiction

11.1. This Agreement, and the relationship between You and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.

11.2 Any disputes concerning this Agreement, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.