1. ELITE PARTNER TERMS AND CONDITIONS

1.1 This page sets out the terms and conditions upon which the Elite Partner may provide its services as a partner to one or more Company conducting a Capital Raising (the "Elite Partner Terms and Conditions").

1.2 These Elite Partner Terms and Conditions, as supplemented by the ECD General Terms and Conditions https://elite-clubdeal.com/#/page/terms form an agreement (the "Agreement") entered into between:

1.2.1 Elite Club Deal Limited ("ECDâ"), a limited liability company incorporated under the laws of England and Wales whose registered office is at 10 Paternoster Square, London EC4M 7LS with registered number 10274181, which is authorised and regulated by the Financial Conduct Authority under number 761002; and

1.2.2 any person (the "Elite Partner") that wishes to provide partner services to Companies,

(each a "Party" and together the "Parties").

1.3 Definitions and provisions relating to interpretation set out in the ECD General Terms and Conditions apply to these Elite Partner Terms and Conditions.

1.4 The Elite Partner Terms and Conditions were last updated on 16th March 2018.

2. ELITE PARTNER OBLIGATIONS

2.1 Prior to providing any Elite Partner Services to a Company, the Elite Partner shall enter into an Elite Partner Appointment Agreement with that Company.

2.2 The Elite Partner undertakes to ECD that it shall provide each Company that it has entered into an Elite Partner Appointment Agreement with, the following services (the "Elite Partner Service") with due skill and care:

2.2.1 advise the Company on the nature and content of the documentation and information to be uploaded to the Data Room;

2.2.2 assist the Company in the preparation of the documentation and information to be uploaded to the Data Room; and

2.2.3 prior to the commencement of a Capital Raising, review the information uploaded by the Company to the Deal Page and confirm that the Company has uploaded the mandatory information required in respect of the Capital Raising.

2.3 Prior the commencement of a Capital Raising, the Elite Partner shall also confirm to ECD, through the Site, that the Company (that it has entered into an Elite Partner Appointment Agreement with) has uploaded to the Deal Page the mandatory information required in respect of the Capital Raising, including but not limited to information relating to the Company's profile and the terms of the Capital Raising.

2.4 The Elite Partner shall promptly notify ECD in the event that a Company (that it has entered into an Elite Partner Appointment Agreement with) amends the information that it has uploaded to any relevant Deal Page and such amendment results in the omission from that Deal Page of any of the mandatory information required in respect of the related Capital Raising. 

3. ECD OBLIGATIONS

3.1 ECD shall make a Data Room available in respect of each Capital Raising.

3.2 ECD shall be able to access and shall procure that, the Elite Partner, the Company that the Data Room relates to, Approved Investors, Approved Advisers and Approved Agents may access the Data Room.

3.3 ECD shall use reasonable endeavours to ensure that users of the Site that are not the Elite Partner, the Company that the relevant Data Room relates to, Approved Agents, Approved Investors and Approved Advisers ("Unapproved Users"), may not access the Data Room referred to in paragraph 3.1. For the avoidance of doubt, Unapproved Users may otherwise access the Site, which shall contain, among other things, blind profiles of the Companies.

3.4 ECD shall enable the Elite Partner and the Company that the Data Room relates to, to:

3.4.1 upload documentation to all sections of the relevant Data Room prior to the commencement of a Capital Raising; and

3.4.2 amend the contents of the Data Room in the event that a Cornerstone Investor agrees to invest in that Company.

3.5 Subject to paragraph 3.6, the Elite Partner and the Company may only amend, delete or upload further documentation to the Data Room, with the prior written consent of ECD.

3.6 Upon receiving a request to amend, delete or upload further documentation to the Data Room, ECD shall either:

3.6.1 make the requested amendment or deletion or upload further documentation to the relevant Data Room for the relevant Elite Partner and Company; or

3.6.2 terminate the relevant Capital Raising and require the relevant Elite Partner and Company to commence a new Capital Raising with the amended Data Room.

3.7 ECD reserves the right to upload, amend and delete documentation contained within the Data Room, if so required in order for it to be able to comply with applicable law and regulation.

4. REMUNERATION AND COSTS

4.1 The Elite Partner agrees to be paid by the Company for the Elite Partner Services, such fee shall be agreed directly between the Company and the Elite Partner.

4.2 Each Party shall pay its own costs and expenses in connection with the Agreement.

5. ACKNOWLEDGEMENTS

The Parties acknowledge and agree the following:

5.1 the Elite Partner is not a client of ECD, ECD will not be responsible to the Elite Partner for providing the protections offered to a client of ECD or for advising any such person in connection with the Programme, any Capital Raising or provision of the Services;

5.2 ECD shall have no responsibility or liability for, and in respect of paragraph 5.2.1, the Elite Partner is not relying on any representations or warranties by ECD or any of its Affiliates with respect to:

5.2.1 the Company, or any person or matter relating to or connected with the Company, including, information provided by or on behalf of the Company, its financial condition, standing, future prospects, compliance with law and regulation, or its probity, or that of any person connected with the Company; and

5.2.2 the Elite Partner, or any person or matter relating to or connected with the Elite Partner, including, information provided by the Elite Partner, its financial condition, standing, future prospects, compliance with law and regulation, or its probity, or that of any person connected with the Elite Partner;

5.3 The Elite Partner will not claim or suggest in its communications that ECD or any of its Affiliates have endorsed the Company or any information provided by the Company; and

5.4 ECD will not be liable for any act or omission of, or any charges, costs or losses incurred by, either of the Parties, any Investor or any other party relying on the information provided by the Company in connection with the Programme.