NET VENTURES GROUP LIMITED
TERMS & CONDITIONS OF BUSINESS
1. Introduction
1.1 References in these Terms & Conditions and any accompanying Engagement Letter to “We”, “Our”,“Us”,“Company” means Net Ventures Group Limited (and any successor firms), a company registered with company number 13013179 in England & Wales whose registered address is Suite 22, Trym Lodge, 1 Henbury Road, Bristol, BS9 3HQ. The Company is not regulated by the Financial Conduct Authority.
1.2 “You” and “Your” are the person(s) and / or entities who are our client(s) for the Engagement (as defined in the accompanying Engagement Letter).
1.3 References in these Terms & Conditions to “Engagement Letter” means the Engagement Letter which accompanies these Terms and Conditions.
1.4 We reserve the right to vary these Terms and Conditions from time to time,including during the course of the provision of our Services (as defined in the Engagement Letter), without your prior consent. These Terms & Conditions and any future variations will be published on www.net-ventures.co by way of public notice to all current and prospective clients. On the basis of such publication you shall be deemed to have agreed to these.
2. Services
2.1 Our Services will be provided to you as defined in the Engagement Letter which accompanies these Terms and Conditions. They will typically involve the raising of debt and / or equity; relevant introductions; consultancy for your
business; preparation of sales / marketing materials; and anything else that may be agreed between the Company and you.
2.2 Should any conflict arise in relation to what constitutes the Services then the Services set out in the Engagement Letter shall at all times supersede any Services mentioned in these Terms & Conditions.
2.3 The Company does not offer any advice in relation to tax, legal matters,investments or anything that requires professional advice. We strongly recommend that you seek independent professional advice.
2.4 It is your responsibility to check any terms, offer documents or contracts we obtain for you as part of our Services prior to entering into them. We always advise that you obtain independent legal and tax advice on the same before agreeing to them.
2.5 We will forward documents to you as soon as practicable after we receive them.
3. Client Due Diligence
3.1 We are required to complete due diligence checks on all new and existing clients. These checks will include gathering information and documents to identify and verify each individual or entity for whom we act and, if applicable, each principal or ultimate beneficial owner of that entity. We are required to verify your identity in accordance with anti-money laundering regulations and may use electronic checks to do so. This may also be registered against your credit check history.
3.2 A member of our team will contact you to agree what information and documents are required to satisfy our due diligence checks, including the form of those documents.
3.3 We may also need to verify any aspect of the information you disclose to us. No formal terms, offers or contracts can be produced until such verification has been obtained.
3.4 We may immediately stop acting for you if, within a reasonable period, you fail to produce or delay in producing any information or documents (in a form acceptable to us) we require for our due diligence checks. If we so terminate our engagement, that termination will be without any liability on our part and without prejudice to our ability to claim our fees, disbursements and charges incurred prior to that termination.
4. Fees
4.1 Unless otherwise agreed in writing, our fees are those set out in the Engagement Letter. Where we act for more than party in the same transaction(for example, an individual and a company), those entities will be held jointly
and severally liable for settlement of all of our fees.
4.2 Where a company is our client, the individual(s) signing the Engagement Letter is / are the person liable to pay our fees if the company fails to make payment in accordance with the Engagement Letter and these Terms & Conditions and s/he will, upon demand, make immediate payment of our fees.
4.3 In rare circumstances, we may also be paid by other party / ies on the same transaction in addition to the fees we charge you. If that happens then we agree to inform you of the amount of this separate fee(s). However, any such
additional fees will not be set off against the fees that you are liable to pay us under the Engagement Letter and these Terms & Conditions.
4.4 Where third party or unforeseen costs arise (“Additional Costs”) that are payable by you, you as the client are liable to cover these Additional Costs in addition to the fees due under the Engagement Letter and these Terms &
Conditions. You will have no recourse to the Company or the fees due to us in respect of any Additional Costs.
4.5 Where we facilitate an introduction or connection (“Introduced Party”) between the client and any lender or investor or any third party for the purposes of securing finance (and any other reason connected with the Services being provided by us to you) and you (or any entity or business connected whether directly or indirectly to you) secures finance with such Introduced Party within a period of 24 months following the execution of the Engagement Letter, then you agree that we shall be entitled to such fee(s) from you as would have been paid to us had the finance been secured pursuant to the terms of the Engagement Letter. You agree that you will make such payment to us without delay and no later than 5 business days after you receive the funds.
4.6 Unless otherwise agreed in writing, we will not accept settlement of our fees from a third party and therefore our fees will either be paid (a) directly from the proceeds of the loan / equity raise / proceeds of sale (as clarified in the Engagement Letter) obtained under the Engagement Letter, at completion, which shall be transferred to us by the legal advisor dealing with the transaction (for which you hereby irrevocably undertake to instruct to make such payment to us); or (b) directly by you to us.
4.7 We will add to your invoice any VAT, goods and services tax or other similar tax that may be chargeable on all or any part of the Services which we provide as part of our engagement or any disbursements or charges in relation to the Services.
4.8 If you fail to make any payment due to us by the due date for payment (typically expressed on our invoice as being 3 business days from delivery of the invoice) then, without limiting our remedies, you shall pay interest on the
overdue amount at the rate of 10% per annum above Barclays Bank plc’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
4.9 Notwithstanding clause 4.8 above, we may in the alternative claim interest at our discretion under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Representations, Warranties & Covenants
5.1 You represent and warrant to us that:
5.1.1 you have full capacity to enter into these Terms & Conditions (and accompanying Engagement Letter);
5.1.2 you have all necessary authority, powers, consents, licenses and authorisation and have taken all necessary action to enable you to lawfully enter into these Terms and Conditions (and accompanying Engagement Letter);
5.1.3 you are not in default under any contractual or statutory obligation whatsoever which materially and adversely affects or is likely to materially or adversely affect your ability to perform obligations under these Terms & Conditions; and
5.1.4 any information you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading.
5.2 You covenant to us that you undertake to comply strictly with these Terms & Conditions and to fully and effectively indemnify us in respect of any loss and damages which may arise as a consequence of your non-compliance with these Terms & Conditions and we will not be liable to you for any direct or indirect loss suffered or incurred by you.
6. Confidentiality, Data Protection & Non-Disclosure Provisions
6.1 References in these Terms & Conditions to Confidential Information means all the details we hold about you and the matters upon which we are instructed by you, whether those details are supplied by you or come from third parties together with any details you receive about us in connection with the Engagement Letter and the matter(s) upon which we are instructed by you. We are committed to ensuring that Confidential Information is kept confidential in accordance with these Terms and Conditions.
6.2 Each of the Company and you may, by entering into the Engagement Letter, disclose Confidential Information to the other for the purpose of the Company providing its Services to you (“the Purpose”).
6.3 Reference to Recipient in these Terms and Conditions refers to either party when it receives or uses Confidential Information disclosed to the other party.
6.4 The Recipient undertakes not to use the Confidential Information disclosed by the other party for any reason other than the Purpose, without first obtaining the prior written consent of the other party.
6.5 The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party except to its employees and professional advisers who need to know the same in order to
achieve the Purpose; who know they owe a duty of confidence to the other party; and who are bound by obligations equivalent to those in this Clause 6.
6.6 The undertakings in this Clause 6 apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
6.6.1 any information which is or in the future comes into the public domain(unless as a result of the breach of the Engagement Letter and / or these Terms and Conditions):
6.6.2 any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party; or
6.6.3 any information which is required to be disclosed by law.
6.7 Nothing in these Terms and Conditions (or the Engagement Letter) will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
6.8 Upon your request, we will provide, within reasonable time, a list of the third parties to whom Confidential Information has been disclosed.
6.9 The Recipient will, on request from the other party, return all copies of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.
6.10 Notwithstanding clause 6.8, the Recipient may retain any of the Confidential Information it is required to retain by law or by any regulatory or governmental body and as is in accordance with its usual data storage methods.
6.11 Neither these Terms and Conditions nor the supply of any information grants the Recipient any license, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.
6.12 The undertakings in this Clause 6 will continue in force indefinitely.
6.13 The expiration or termination of the Engagement Letter howsoever arising shall not prejudice any claims which any party may have against the other in respect of pre-existing breach of, or contravention or, or non-compliance with
these Terms and Conditions. No waiver by any party, other than one made in writing, of any breach by any other party of any provision of these Terms and Conditions and no failure, delay or forbearance by any party in exercising any
of its rights, shall be taken to be a waiver of such breach
6.14 The various provisions of these Terms and Conditions are severable, and if any provision or identifiable part of the Engagement Letter and / or these Terms and Conditions is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions or identifiable parts.
6.15 Where Confidential Information consists of personal data about you and / or your officers, employees, shareholder, beneficial owners, associates, agents and, where applicable, family members, you acknowledge that we may process such personal data in accordance with any data protection legislation applicable to us and to our privacy policy which is available at www.net-ventures.co
6.16 You must ensure that any Confidential and / or client Information provided to us has been provided legitimately and that there is a legitimate basis under any applicable data protection legislation for providing such data to us.
7. Your Authorised Representative
7.1 Where applicable, in our provision of broking services you authorise us to deal with any designated representative notified to us in writing (including by email) or by telephone from time to time.
7.2 That notification may come from you or other professional advisers or agents or other third parties providing services for you in relation to this engagement.
8. Change of Details
8.1 You will be responsible for advising us of any change of material information provided to us.
8.2 You must update us where there has been a change in relation to any of the following:
8.2.1 your legal name (if applicable)
8.2.2 your address (whether physical or email)
8.2.3 other information pursuant to these Terms and Conditions which may be material in providing the Services to you.
9. Termination
9.1 You, or we, may terminate our authority to act on your behalf at any time without penalty or prejudice to the completion of any transactions already initiated.
9.2 Notice of this termination must be given in writing in accordance with these Terms and Conditions.
9.3 Any transactions initiated prior to termination may attract a fee for service to that date as set out in the Engagement Letter.
10. Limitations of Liability
10.1 To the extent permitted by applicable law, our aggregate for any loss, liability or damage suffered by you or any other person that may arise from or in connection with our Services shall be limited to the amount of any fee we
charge (if on a sliding scale, then the lowest fee on that scale) or have sought to have charged. This is agreed as a reasonable limitation on our liability.
10.2 We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation, any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any government or epidemic or pandemic.
11. Notices
11.1 Unless otherwise agreed in writing, all notices, communications, and other instructions to be given to us under these Terms and Conditions shall be given to the address or email address provided to you by us.
11.2 Likewise, unless otherwise agreed in writing, all notices, communications, and other instructions given by you under these Terms and Conditions shall be given to the address or email address provided by us to you.
12. Electronic Signatures & Communications
12.1 Where agreed between us, any communication where we use an electronic signature shall be binding as if it were in writing.
12.2 Communications given to you via email or other electronic means will constitute evidence of the communications given. If you communicate with us otherwise than through encrypted email, we are not liable for.
12.2.1 any loss or damage of any nature, whether direct or indirect, that may arise as a result of the sending or receiving of any unencrypted email that contains any information of any nature regarding you or your officers, staff
or employees; and
12.2.2 any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message that we may send or receive.
13. Assignment
13.1 These Terms and Conditions shall be for the benefit of and binding upon us both and our respective successors and assigns.
13.2 You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under these Terms and Conditions or any interest in these Terms and Conditions without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.
13.3 Subject to us providing you with advance notice in writing, you agree and acknowledge that we shall be entitled at any time to assign, transfer, dispose of and / or charge all or any of our rights and / or obligations under these Terms and Conditions without your consent.
14. Governing Law & Jurisdiction
14.1 The Terms of any Engagement Letter and these Terms and Conditions are governed by the law of England and Wales.
14.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute (including non-contractual disputes or claims) arising out of or in connection with the terms of these Terms and Conditions and / or the Engagement Letter or their subject matter or formation.