Terms & Conditions

CONNEXI TERMS OF BUSINESS FOR RIGHTS-HOLDERS

These terms and conditions (“Terms”) form part of the legal agreement between the Rights-Holder (as defined below) and Connexi Partnerships Limited, a company registered in England and Wales with company number 10440723, whose registered office is at 48 Arwenack Street, Falmouth, Cornwall, United Kingdom, TR11 3JH (“Connexi”). These Terms govern the Rights-Holder’s use of the facilitation, management, processing, supervision and administration of transaction services provided by Connexi (“Services”) and the use of Connexi’s website currently located at www.connexi.co (“Connexi Website”)

IMPORTANT NOTICE

By clicking the “Accept” button, the Rights-Holder confirms that it agrees to these Terms. These Terms include, in particular, limitations on liability in clause 11. If you do not agree to these Terms, Connexi will prevent you from registering as a Rights-Holder.

We recommend that Rights-Holders print a copy of these terms for future reference.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Terms.

“Brand” a firm or company who has entered into a contract with Connexi and is seeking a Rights-Holder to assist with the promotion of their business. Throughout these Terms, a reference to a Brand shall include a Brand Agency.

“Brand Agency” an agency that represents, and has authority to contract on behalf of, at least one Brand.

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date” has the meaning given in clause 2.2.

“Commission” the commission payable by the Rights-Holder to Connexi on the formation of a Relevant Contract as consideration for the supply of the Services.

“Commission Statement” has the meaning given in clause 7.3(a).

“Confidential Information” all confidential information (however recorded or preserved) disclosed by a party or its representatives in connection with the Contract, whether before or after the date of the Contract, including but not limited to, the existence and terms of the Contract and any information that would be regarded as confidential by a reasonable business person relating to: the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; the operations, processes, know-how, designs, trade secrets or software of the disclosing party; and any information developed by the parties in the course of carrying out the Contract.

“Confirmation Email” the confirmation email issued by Connexi which contains an activation link which enables the Rights-Holder to use the Services.

“Consideration” the total consideration payable to the Rights-Holder under the Relevant Contract (as accurately as can be calculated at the time of formation of the Relevant Contract).

“Contract” these Terms and the relevant Rights-Holder Registration Form.

“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“Dashboard” the Rights-Holder’s dashboard, setting out its profile, brand values, previous and current partners, briefs and social channels, which is made available by Connexi to Rights-Holders on the Commencement Date.

“Inappropriate Content” content that would infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights).

“Intellectual Property Rights” patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Lead Contact” the lead contact appointed by the Rights-Holder in accordance with clause 4.2(a).

“Member” a Rights-Holder who has concluded a Contract with Connexi in accordance with clause 2.2.

“Net Consideration” the Consideration less any VAT.

“Payment Date” has the meaning given in clause 7.3(a)(ii).

“Proposal” a written proposal uploaded by a Rights-Holder to the Connexi Website containing the matters set out in clause 5.2.

“Relevant Contract” a partnership agreement or other commercial agreement formed between a Rights-Holder and a Brand introduced through the Connexi Website.

“Restricted Brand” any Brand who the Rights-Holder has notified in writing in advance to Connexi as prohibited from viewing a Proposal.

“Rights-Holder” a person, firm or company who, acting for purposes that are wholly or mainly within their trade, business, craft or profession, acquires Services from Connexi. Throughout these Terms, a reference to a Rights-Holder shall include a Rights-Holder Agency.

“Rights-Holder Agency” an agency who represents, and has authority to contract on behalf of, at least one Rights-Holder.

“Rights-Holder Materials” the materials provided by the Rights-Holder to Connexi from time to time for inclusion on the Connexi Website or use in connection with the supply of the Services, which includes Proposals.

“Rights-Holder Registration Form” the Rights-Holder’s Rights-Holder registration form displayed on the Connexi Website.

“Terms” these terms and Terms as amended from time to time in accordance with clause 16.

“VAT” value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause headings shall not affect the interpretation of the Contract.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.5 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6 A reference to writing or written includes fax and email.

2. HOW THE CONTRACT IS FORMED

2.1 The Rights-Holder’s submission of the Rights-Holder Registration Form constitutes an offer by the Rights-Holder to acquire the Services in accordance with these Terms.

2.2 The Rights-Holder Registration Form shall only be deemed to be accepted when Connexi issues a Confirmation Email, at which point and on which date the Contract shall come into existence (“Commencement Date”) and the Rights- Holder shall become a Member.

2.3 These Terms apply to, and are incorporated in, the Contract to the exclusion of any other terms that the Rights-Holder seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Supply of Services

3.1 Connexi shall use reasonable endeavours to supply the Services to the Rights-Holder and grant the Rights-Holder access to the Connexi Website. Connexi does not guarantee that the Connexi Website shall be secure or free from bugs or viruses or available at all times or uninterrupted. Connexi may suspend access to the Connexi Website for business and maintenance purposes.

3.2 Connexi reserves the right to amend the Services if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Connexi shall notify the Rights-Holder in any such event.

3.3 The Services are provided to facilitate the formation of a Relevant Contract with Brands, but are not intended to amount to advice on which the Rights-Holder should rely. The Rights-Holder agrees to take specialist advice (which may include legal, financial, accounting or tax advice) before concluding Relevant Contracts with Brands.

3.4 The Connexi Website may contain information and materials uploaded by other users (such as other Rights-Holders and Brands). The Rights-Holder acknowledges that this information and these materials have not be verified or approved by Connexi.

3.5 The Rights-Holder acknowledges that the Connexi Website may enable or assist it to access third-party websites. Connexi makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Rights-Holder, with any such third party.

4. RIGHTS-HOLDER’S OBLIGATIONS

4.1 The Rights-Holder Agency warrants that:

(a) it is permitted to represent itself as an agent of the relevant Rights-Holder, confirmed to Connexi orally or in writing, for any purpose;

(b) it is permitted to give any condition or warranty on the Rights-Holder’s behalf;

(d) it may commit the Rights-Holder to any contract; and

(e) it may otherwise incur any liability for or on behalf of the Rights-Holder.

4.2 The Rights-Holder shall:

(a) appoint a Lead Contact who shall have the authority to contractually bind the Rights-Holder on all matters relating to the Services and shall notify Connexi in writing of the name of such Lead Contact;

(b) ensure that the Lead Contact is available when reasonably required by Connexi;

(d) provide Connexi with such information as Connexi may reasonably require from time to time;

(e) ensure that the information included in the Rights-Holder Registration Form, the Rights-Holder Materials and any other information it provides to Connexi, is complete and accurate;

(f) ensure that its username and password is kept confidential and shall not disclose it to any third party. The Rights-Holder shall notify Connexi immediately has been disclosed to any third party;

(g) be responsible for configuring its information technology, computer programmes and platforms to enable access to the Connexi Website;

(h) be responsible for obtaining its own virus protection software;

(i) co-operate with Connexi in all matters relating to the Services; and

(j) comply with all applicable laws.

4.3 The Rights-Holder shall not misuse the Connexi Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The Rights-Holder shall not attempt to gain unauthorised access to the Connexi Website, the server on which Connexi Website is stored or any server, computer or database connected to the Connexi Website. The Rights-Holder shall not attack the Connexi Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the Rights-Holders commits a criminal offence under the Computer Misuse Act 1990. Connexi may report any such breach to the relevant law enforcement authorities and may co-operate with those authorities by disclosing the Rights-Holder’s identity to them. In the event of such a breach, the Rights-Holder’s right to use the Connexi Website will cease immediately.

4.4 Connexi may suspend the Rights-Holder’s access to the Connexi Website if it reasonably believes that the Rights-Holder has not complied with the obligations set out in clause 4.1 and clause 4.2.

5. THE PROPOSAL PROCESS

5.1 The Rights-Holder is required to upload a minimum of one Proposal to the Connexi Website to enable Connexi to supply the Services.

5.2 All Proposals shall:

(a) include details the type of sponsorship package the Rights-Holder is seeking to acquire from a Brand; and

(b) include information relating to what the Rights-Holder can offer the Brand in exchange for the sponsorship package.

5.3 The Rights-Holder shall ensure that a Proposal does not contain any Inappropriate Content.

5.4 The Rights-Holder agrees that once the Proposal is uploaded to the Connexi Website, all Brands that are not Restricted Brands shall be permitted to view a Proposal.

5.5 A Rights-Holder can select the time period for which a Proposal will remain active on the Connexi Website before it is uploaded. Connexi may, at its sole discretion, extend this time period or remove any Proposal which includes Inappropriate Content.

6. ENGAGING WITH BRANDS AND COMPLETION OF TRANSACTIONS

6.1 A Brand may choose to start a conversation with a Rights-Holder through the Connexi Website with the intention of forming a Relevant Contract after viewing its Proposal.

6.2 The Rights-Holder will be notified through the Connexi Website that a Brand wishes to start a conversation with the Rights-Holder via a notification on its Dashboard. The Rights-Holder may then, at its sole discretion, agree to start a conversation with that Brand. If the Rights-Holder does not agree to start a conversation with that Brand, Connexi will inform the Brand that the Rights-Holder has rejected the Brand’s request to start a conversation.

6.3 The Rights-Holder agrees that it shall only communicate with Brands through the Connexi Website. The Rights-Holder shall notify Connexi immediately if a Brand attempts to communicate with the Rights-Holder other than via the Connexi Website. For the avoidance of doubt, a breach of this clause 6.3 will constitute a material breach of the Contract, giving Connexi a right to terminate in accordance with clause 12.2(a).

7. COMMISSION

7.1. Subject to clause 7.10, Connexi shall be entitled to Commission on the formation of a Relevant Contract.

7.2 The amount of Commission payable shall be as follows:

(a) 10% of the Net Consideration if the Net Consideration is under £1,000,000 (one million pounds);

(b) 5% of the Net Consideration if the Net Consideration is between £1,000,000 (one million pounds) and £5,000,000 (five million pounds) inclusive; or

7.3 The Rights-Holder shall, within three Business Days of the date it enters into a Relevant Contract, send to Connexi the following:

(a) a written statement (the “Commission Statement”) setting out:

(i) the date it entered into the Relevant Contract;

(ii) the date on which it is to receive the Consideration (the “Payment Date”);

(iii) the amount of the Commission due to Connexi under the Relevant Contract, calculated in accordance with clause 7.2 above; and

(iv) a copy of clauses in the Relevant Contract which relate to calculation and payment of the Consideration.

7.4 10 Business Day after the Payment Date, Connexi shall invoice the Rights-Holder for the Commission payable in accordance with the Commission Statement, together with any applicable VAT. The due date for payment by the Rights-Holder of such Commission shall be 30 days from date of the invoice.

7.5 Commission shall be payable to Connexi in pounds sterling.

7.6 All Commission payable under these Terms:

(a) is exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;

(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:

(i) lawfully avoid making any such deductions; or

(ii) enable the payee to obtain a tax credit in respect of the amount withheld.

7.7 Except where the procedures set out in clause 7.3 and clause 7.4 above have been followed, all Commission payable pursuant to clause 7.2 shall be due to Connexi (whether invoiced or not) within 10 Business Days of the end of the month in which the Rights-Holder entered into the Relevant Contract.

7.8 If the Rights-Holder fails to make any payment due to Connexi under these Terms by the due date for payment, then, without limiting Connexi’s remedies under clause 12, the Rights- Holder shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Rights-Holder shall pay the interest together with the overdue amount.

7.9 If any dispute arises as to the amount of Commission payable by the Rights-Holder to Connexi, the matter shall be referred to Connexi’s accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

7.10 Connexi shall not be entitled to Commission, if the Rights-Holder can evidence in writing, that, within the six month period prior to the Commencement Date, the Rights-Holder had already been communicating with the Brand with respect to forming a sponsorship contract.

7.11 The Rights-Holder shall keep proper records and books of account showing a description of, and the Net Consideration relating to, a Relevant Contract. Such records and books shall be kept separate from any records and books not relating solely to the Relevant Contracts and be open from 9.00 am to 5.00 pm on Business Days to inspection and audit by Connexi (or its authorised representative), who shall be entitled to take copies of or extracts from the same. If such inspection or audit should reveal a discrepancy in the Commission paid from those payable under the Contract, the Rights-Holder shall immediately make up the shortfall and reimburse Connexi in respect of any professional charges incurred for such audit or inspection. Connexi’s right of inspection shall remain in effect for a period of one year after the termination of the Contract.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights in the Connexi Website or arising out of or in connection with the Services (other than Intellectual Property Rights in the Rights-Holder Materials) shall be owned by Connexi, or its licensors, and Connexi grants the Rights-Holder a non-exclusive licence to use such Intellectual Property Rights for the purpose of using the Services for the duration of the Contract.

8.2 The Rights-Holder Materials shall be the exclusive property of Rights-Holder and the Rights-Holder shall ensure that the Rights-Holder Materials do not contain any Inappropriate Content.

8.3 The Rights-Holder grants Connexi a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify the Rights-Holder Materials for the term of the Contract for the purpose of providing the Services to the Rights-Holder. For the avoidance of doubt, this may include the production of case-study collaborations between Rights-Holder and Brands.

8.4 The Rights-Holder shall indemnify Connexi against all damages, losses and expenses arising as a result of any action or claim that the Rights-Holder Materials infringe the Intellectual Property Rights of a third party or constitute Inappropriate Content.

8.5 Connexi reserves the right to remove any Rights-Holder Materials (including Proposals) from the Connexi Website where it reasonably suspects such content is Inappropriate Content or is untrue, inaccurate or misleading.

9. DATA PROTECTION

9.1. Connexi may collect and process information relating to the Rights-Holder (if a person) or the Lead Contact in accordance with its privacy policy displayed on the Connexi Website from time to time.

9.2. The parties acknowledge and agree that Connexi shall not provide the Rights-Holder with any personal data relating to any employees, workers agents and officers of the Brands when supplying the Services to the Rights-Holder.

10. CONFIDENTIALITY

10.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, members, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Connexi may disclose the Rights-Holder’s Confidential Information to Brands for the purpose of seeking sponsorship or facilitating a commercial agreement between the Rights-Holder and Brand.

10.3 Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.4 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.

11. LIMITATION OF LIABILITY

11.1 The Rights-Holder agrees that it assumes sole responsibility for results obtained from the use of the Services and the Connexi Website and for conclusions drawn from such use. Connexi shall have no liability for any damage caused by errors or omissions in any information or Rights-Holder Materials provided by the Rights-Holder in connection with the Services, or any actions taken by Connexi at the Rights-Holder’s direction.

11.2 The following provisions set out the entire financial liability of Connexi (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Rights-Holder in respect of:

(a) any breach of the Contract howsoever arising;

(b) any use made by the Rights-Holder of the Services, the Connexi Website or any part of them; and

(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

11.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.4 Nothing in these terms excludes the liability of Connexi:

(a) for death or personal injury caused by Connexi’s negligence; or

(b) for fraud or fraudulent misrepresentation.

11.5 Subject to clause 11.3 and clause 11.4, Connexi shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. For the avoidance of doubt, this includes losses which may arise if either party terminates a conversation before the formation of a Relevant Contract or the Rights-Holders fails to comply with its obligations contained in a Relevant Contract.

11.6 Subject to clause 11.3 and clause 11.4, Connexi’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Commission paid to Connexi by the Rights-Holder in the previous 12 month period or £100,000 whichever is greater.

11.7 This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one weeks’ written notice.

12.2 Without affecting any other right or remedy available to it, Connexi may terminate the Contract with immediate effect by giving written notice to the Rights-Holder if:

(a) the Rights-Holder commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3 Without affecting any other right or remedy available to it, Connexi may suspend the supply of Services under the Contract if the Rights-Holder fails to pay any amount due under the Contract on the due date for payment, the Rights-Holder becomes subject to any of the events listed in clause 12.2(b) to clause 12.2(d) above, or Connexi reasonably believes that the Rights-Holder is about to become subject to any of them.

12.4 On termination of the Contract:

(a) the Rights-Holder shall immediately pay to Connexi all of Connexi’s outstanding unpaid invoices and interest and, in respect of any Commission due, but for which no invoice has been submitted, Connexi shall submit an invoice, which shall be payable by the Rights-Holder immediately on receipt;

(b) clause 7 shall continue in full force for a period of 12 months after the date of termination in relation to all Relevant Contracts; and

12.5 Termination of the Contract shall not affect 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 Contract which existed at or before the date of termination.

12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14. ASSIGNMENT AND OTHER DEALINGS

14.1 Connexi may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

14.2 The Rights-Holder shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Connexi.

15. ENTIRE AGREEMENT

15.1 The Contract 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. For the avoidance of doubt, Connexi shall not be a party to the Relevant Contract.

15.2 Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.3 Nothing in this clause shall limit or exclude any liability for fraud.

16. VARIATION

Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 18 shall not affect the validity and enforceability of the rest of the Contract.

19. NOTICES

19.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Rights-Holder Registration Form (if a Rights-Holder) or to sales@connexi.co (if Connexi).

19.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

19.3 This clause 19 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

20. THIRD PARTY RIGHTS

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

21. GOVERNING LAW AND JURISDICTION

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

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

Last updated: 29 January 2020 (version 3.0)

CONNEXI TERMS OF BUSINESS FOR BRANDS/AGENCIES

These terms and conditions (“Terms”) form part of the legal agreement between the Brand (as defined below) and Connexi Partnerships Limited, a company registered in England and Wales with company number 10440723, whose registered office is at 48 Arwenack Street, Falmouth, Cornwall, United Kingdom, TR11 3JH (“Connexi”). These Terms govern the Brand’s use of the facilitation, management, processing, supervision and administration of transaction services provided by Connexi (“Services”) and the use of Connexi’s website currently located at www.connexi.co (“Connexi Website”).

IMPORTANT NOTICE

By clicking the “Accept” button, the Brand confirms that it agrees to these Terms. These Terms include, in particular, limitations on liability in clause 10. If you do not agree to these Terms, Connexi will prevent you from registering as a Brand.

We recommend that Brands print a copy of these terms for future reference.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Terms.

“Brand” a firm or company who acquires Services from Connexi. Throughout these Terms, a reference to a Brand shall include a Brand Agency.

“Brand Agency” an agency that represents, and has authority to contract on behalf of,at least one Brand.

“Brand Materials” the materials provided by the Brand to Connexi from time to time for inclusion on the Connexi Website or use in connection with the supply of the Services.

“Brand Registration Form” the Brand’s Brand registration form displayed on the Connexi Website.

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date” has the meaning given in clause 2.2.

“Commission” the commission payable by the Rights-Holder to Connexi on the formation of a Relevant Contract as consideration for the supply of the Services.

“Confirmation Email” the confirmation email issued by Connexi which contains an activation link which enables the Brand to use the Services.

“Contract” these Terms and the relevant Brand Registration Form.

“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“Dashboard” the Rights-Holder’s dashboard, setting out its profile, brand values,previous and current partners, briefs and social channels, which is made available by Connexi to Rights-Holders on the Commencement Date.

“Lead Contact” the lead contact appointed by the Brand in accordance with clause 4.2(a).

“Member” a Brand who has concluded a Contract with Connexi in accordance with clause 2.2.

“Proposal” a written proposal uploaded by a Rights-Holder to the Connexi Website.

“Relevant Contract” a sponsorship contract formed between a Brand and a Rights-Holder introduced through the Connexi Website.

“Rights-Holder” a person, firm or company who has entered into a contract with Connexi and is seeking a Brand to assist with the promotion of their trade, business, craft or profession. Throughout these Terms, a reference to a Rights-Holder shall include a Rights-Holder Agency.

“Rights-Holder Agency” an agency who represents, and has authority to contract on behalf of, at least one Rights-Holder.

“Terms” these terms and Terms as amended from time to time in accordance with clause 15.

“VAT” value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause headings shall not affect the interpretation of the Contract.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 A reference to writing or written includes fax and email.

2. HOW THE CONTRACT IS FORMED

2.1 The Brand’s submission of the Brand Registration Form constitutes an offer by the Brand to acquire the Services in accordance with these Terms.

2.2 The Brand Registration Form shall only be deemed to be accepted when Connexi issues a Confirmation Email, at which point and on which date the Contract shall come into existence (“Commencement Date”) and the Brand shall become a Member.

2.3 These Terms apply to, and are incorporated in, the Contract to the exclusion of any other terms that the Brand seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. SUPPLY OF SERVICES

3.1 Connexi shall use reasonable endeavours to supply the Services to the Brand and grant the Brand access to the Connexi Website. Connexi does not guarantee that the Connexi Website shall be secure or free from bugs or viruses or available at all times or uninterrupted. Connexi may suspend access to the Connexi Website for business and maintenance purposes.

3.3 The Services are provided to facilitate the formation of Relevant Contracts with Rights-Holders, but are not intended to amount to advice on which the Brand should rely. The Brand agrees to take specialist advice (which may include legal, financial, accounting or tax advice) before concluding Relevant Contracts with Rights-Holders.

3.4 The Connexi Website may contain information and materials uploaded by other users (such as other Brands and Rights-Holders). The Brand acknowledges that this information and these materials have not be verified or approved by Connexi.

3.5 The Brand acknowledges that the Connexi Website may enable or assist it to access third-party websites. Connexi makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Brand, with any such third party.

4. BRAND’S OBLIGATIONS

4.1 The Brand Agency warrants that:

(a) it is permitted to represent itself as an agent of the relevant Brand confirmed to Connexi orally or in writing, for any purpose;

(b) it is permitted to give any condition or warranty on the Brand’s behalf;

(d) it may commit the Brand to any contract; and

(e) it may otherwise incur any liability for or on behalf of the Brand.

4.2 The Brand shall:

(a) appoint a Lead Contact who shall have the authority to contractually bind the Brand on all matters relating to the Services and shall notify Connexi in writing of the name of such Lead Contact;

(b) ensure that the Lead Contact is available when reasonably required by Connexi;

(c) ensure that the Lead Contact has the necessary skill and expertise to negotiate and conclude contracts with Rights-Holders;

(d) provide Connexi with such information as Connexi may reasonably require from time to time;

(e) ensure that the information included in the Brand Registration Form, the Brand Materials and any other information it provides to Connexi, is complete and accurate;

(f) ensure that its username and password is kept confidential and shall not disclose it to any third party. The Brand shall notify Connexi immediately has been disclosed to any third party;

(g) be responsible for configuring its information technology, computer programmes and platforms to enable access to the Connexi Website;

(h) be responsible for obtaining its own virus protection software;

(i) co-operate with Connexi in all matters relating to the Services; and

(j) comply with all applicable laws.

4.3 The Brand shall not misuse the Connexi Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The Brand shall not attempt to gain unauthorised access to the Connexi Website, the server on which Connexi Website is stored or any server, computer or database connected to the Connexi Website. The Brand shall not attack the Connexi Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Connexi may report any such breach to the relevant law enforcement authorities and may co-operate with those authorities by disclosing the Brand’s identity to them. In the event of such a breach, the Brand’s right to use the Connexi Website will cease immediately.

4.4 Connexi may suspend the Brand’s access to the Connexi Website if it reasonably believes that the Brand has not complied with the obligations set out in clause 4.1 and clause 4.2.

5. ENGAGING WITH RIGHTS-HOLDERS AND COMPLETION OF TRANSACTIONS

5.1 The Brand may choose to start a conversation with a Rights-Holder through the Connexi Website with the intention of forming a Relevant Contract after viewing its Proposal.

5.2 The Rights-Holder will be notified through the Connexi Website that the Brand wishes to start a conversation with the Rights-Holder via a notification on its Dashboard. The Rights-Holder may then, at its sole discretion, agree to start a conversation with the Brand. If the Rights-Holder does not agree to start a conversation with that Brand, Connexi will inform the Brand that the Rights-Holder has rejected the Brand’s request to start a conversation.

5.3 The Brand agrees that it shall only communicate with Rights-Holders through the Connexi Website. The Brand shall notify Connexi immediately if a Rights-Holder attempts to communicate with the Brand other than via the Connexi Website. For the avoidance of doubt, a breach of this clause 5.3 will constitute a material breach of the Contract, giving Connexi a right to terminate in accordance with clause 11.2(a).

6. COMMISSION

6.1 The Services and access to the Connexi Website are provided without charge to Brands.

6.2 The Brand acknowledges and agrees that Connexi will have the right to charge Commission to Rights-Holders on the formation of a Relevant Contract.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in the Connexi Website or arising out of or in connection with the Services (other than Intellectual Property Rights in the Brand Materials) shall be owned by Connexi, or its licensors, and Connexi grants the Brand a non-exclusive licence to use such Intellectual Property Rights for the purpose of using the Services for the duration of the Contract.

7.2 The Brand Materials shall be the exclusive property of the Brand and the Brand shall ensure that the Brand Materials do not contain any Inappropriate Content.

7.3 The Brand grants Connexi a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify the Brand Materials for the term of the Contract for the purpose of providing the Services to the Brand. For the avoidance of doubt, this may include the production of case-study collaborations between Brands and Rights-Holders.

7.4 The Brand shall indemnify Connexi against all damages, losses and expenses arising as a result of any action or claim that the Brand Materials infringe the Intellectual Property Rights of a third party or constitute Inappropriate Content.

7.5 Connexi reserves the right to remove any Brand Materials from the Connexi Website where it reasonably suspects such content is Inappropriate Content.

8. DATA PROTECTION

8.1 Connexi may collect and process information relating to the Lead Contact in accordance with its privacy policy displayed on the Connexi Website from time to time.

8.2 The parties acknowledge and agree that Connexi shall not provide the Brand with any personal data relating to any employees, workers agents and officers of the Rights-Holders when supplying the Services to the Brand.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, members, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Connexi may disclose the Brand’s Confidential Information to Rights-Holders for the purpose of seeking sponsorship or facilitating a commercial agreement between the Brand and the Rights-Holder.

9.3 Each party may disclose the other party’s Confidential Information:

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.4 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.

10. LIMITATION OF LIABILITY

10.1 The Brand agrees that it assumes sole responsibility for results obtained from the use of the Services and the Connexi Website and for conclusions drawn from such use. Connexi shall have no liability for any damage caused by errors or omissions in any information or Brand Materials provided by the Brand in connection with the Services, or any actions taken by Connexi at the Brand’s direction.

10.2 The following provisions set out the entire financial liability of Connexi (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Brand in respect of:

(a) any breach of the Contract howsoever arising;

(b) any use made by the Brand of the Services, the Connexi Website or any part of them; and

10.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 Nothing in these terms excludes the liability of Connexi:

(a) for death or personal injury caused by Connexi’s negligence; or

(b) for fraud or fraudulent misrepresentation.

10.5 Subject to clause 10.3 and clause 10.4, Connexi shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. For the avoidance of doubt, this includes losses which may arise if either party terminates a conversation before the formation of a Relevant Contract or the Brand fails to comply with its obligations contained in a Relevant Contract.

10.6 Subject to clause 10.3 and clause 10.4, Connexi’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £100,000.

10.7 This clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one weeks’ written notice.

11.2 Without affecting any other right or remedy available to it, Connexi may terminate the Contract with immediate effect by giving written notice to the Brand if:

(a) the Brand commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

11.3 Without affecting any other right or remedy available to it, Connexi may suspend the supply of Services under the Contract if the Brand becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d) above, or Connexi reasonably believes that the Brand is about to become subject to any of them.

11.4 On termination of the Contract:

(a) unless otherwise agreed in writing by Connexi, the Brand shall cease all conversations with Rights-Holders introduced via the Connexi Website; and

(b) the Brand shall immediately cease to use the Dashboard and the Connexi Website.

11.5 Termination of the Contract shall not affect 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 Contract which existed at or before the date of termination.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. FORCE MAJEURE

13. ASSIGNMENT AND OTHER DEALINGS

13.1 Connexi may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

13.2 The Brand shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Connexi.

14. ENTIRE AGREEMENT

14.1 The Contract 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. For the avoidance of doubt, Connexi shall not be a party to the Relevant Contract.

14.2 Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.3 Nothing in this clause shall limit or exclude any liability for fraud.

15. VARIATION

Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. WAIVER

17. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17 shall not affect the validity and enforceability of the rest of the Contract.

18. NOTICES

18.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Brand Registration Form (if a Brand) or to sales@connexi.co(if Connexi).

18.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

18.3 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19. THIRD PARTY RIGHTS

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20. GOVERNING LAW AND JURISDICTION

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

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

Last updated: 29 January 2020 (version 3.0)

Terms & Conditions

CONNEXI TERMS OF BUSINESS FOR RIGHTS-HOLDERS

IMPORTANT NOTICE

1. INTERPRETATION

2. HOW THE CONTRACT IS FORMED

3. Supply of Services

4. RIGHTS-HOLDER’S OBLIGATIONS

9. DATA PROTECTION

10. CONFIDENTIALITY

11. LIMITATION OF LIABILITY

12. TERMINATION

13. FORCE MAJEURE

14. ASSIGNMENT AND OTHER DEALINGS

15. ENTIRE AGREEMENT

16. VARIATION

17. WAIVER

18. SEVERANCE

19. NOTICES

20. THIRD PARTY RIGHTS

21. GOVERNING LAW AND JURISDICTION

CONNEXI TERMS OF BUSINESS FOR BRANDS/AGENCIES

IMPORTANT NOTICE

1. INTERPRETATION

2. HOW THE CONTRACT IS FORMED

3. SUPPLY OF SERVICES

4. BRAND’S OBLIGATIONS

5. ENGAGING WITH RIGHTS-HOLDERS AND COMPLETION OF TRANSACTIONS

6. COMMISSION

7. INTELLECTUAL PROPERTY RIGHTS

8. DATA PROTECTION

9. CONFIDENTIALITY

10. LIMITATION OF LIABILITY

11. TERMINATION

12. FORCE MAJEURE

13. ASSIGNMENT AND OTHER DEALINGS

14. ENTIRE AGREEMENT

15. VARIATION

16. WAIVER

17. SEVERANCE

18. NOTICES

CONTACT

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