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WH Ireland Limited (“WHI”) operates a forum (the “Forum”) the primary purpose of which is to provide a means through which WHI can make available to individuals who are members of the Forum (“Members”) information relating to companies which are clients of WHI (the “corporate information”) and who are seeking third party investment and through which it facilitates the ability of Members to review and consider potential opportunities to invest in such companies. Membership of the Forum is subject to these Terms of Use (the “Terms”).

1. Membership

1.1  To be eligible to become a Member (a) you must meet the criteria set out in the registration form to be completed by you and returned to WHI (the “Form”); and (b) you must not be a US Person or US National (as defined), (the “Eligibility Criteria”).

  1. 1.2  As a Member you warrant, on a continuing basis, that you satisfy the Eligibility Criteria. You agree to notify WHI as soon as possible of any change in your status such that you no longer satisfy the Eligibility Criteria and acknowledge that this will mean that you will no longer be able to be a Member.
  2. 1.3  WHI reserves the right, in its absolute discretion, to accept or reject applications to be a Member or to suspend or terminate membership.
  3. 1.4  You acknowledge that:
    1. (a)  being a Member does not make you a client of WHI for the purposes of the rules of the Financial Conduct Authority;
    2. (b)  WHI does not assess the suitability or appropriateness of any corporate information or provide advice in relation tosuch companies or personal recommendations; and
    3. (c)  you are solely responsible for assessing the suitability or appropriateness of any potential investment in light of yourpersonal circumstances and for the consequences of any such investment.
  4. 1.5  By becoming a Member, you agree to be legally bound by these Terms.

2. Advice

2.1 The corporate information published by WHI through the Forum does not constitute, nor purport to provide, any financial, investment or professional advice. As such, you should not rely on the contents of the corporate information to make any decisions. You should obtain advice from a qualified expert before making any decision to invest on the merits and risks of such an investment and the legal, regulatory, tax and investment consequences of doing so.

3. Restrictions

  1. 3.1  Where any corporate information published by WHI on the Forum constitutes a financial promotion it is issued and approved for publication and distribution in the United Kingdom only. If you are located in another jurisdiction, you use the corporate information at your own risk and are responsible for compliance with applicable local laws and regulations. WHI makes no claim that any corporate information it provides on the Forum can be lawfully viewed or downloaded outside of the United Kingdom.
  2. 3.2  You may print out hard copies of the corporate information published on the Forum for your use in accordance with these Terms. You must not modify the copies of any corporate information so published in any way. If you print off, copy or download any corporate information in breach of these Terms your right to be a Member will cease immediately and you must, at WHI’s option, return or destroy any copies of the corporate information you have made.
  3. 3.3  You may not otherwise copy, store in any medium, distribute, transmit, re-transmit, broadcast, modify, delete or show in public any part of the Forum or corporate information contained therein or systematically extract corporate information or create any derivative works from the corporate information or in any other way exploit commercially all or any part of the Forum or any corporate information available through it without WHI’s prior written consent.
  4. 3.4  You are not permitted to upload any information to the Forum without WHI’s express written consent. Any information which you wish to upload must be accurate, not infringe any copyright laws or similar and not contain any vulgar, offensive or profane language or images.

4. Contact with Members

  1. 4.1  In the interests of the effective provision of the Forum, WHI may wish to call upon you by telephone or visit or otherwise communicate with you without express invitation. WHI will normally only contact you on business days (Monday to Friday) and between the hours of 8am and 8pm unless otherwise agreed.
  2. 4.2  Telephone conversations with you may be recorded by WHI. WHI reserves the right to the fullest extent permitted by applicable law and regulations to use such records in the event of a dispute between us. Under certain circumstances, recordings may be made available on request to government agencies in pursuit of their investigations and WHI will not be obliged to advise you of such requests. These recordings may also be disclosable in a court of law.

4.3 You expressly authorise WHI to communicate with you electronically (to the extent and in the manner permitted by applicable regulations). In connection with such electronic communications, you hereby confirm:

  1. (a)  that you have regular access to the internet and that you will notify WHI immediately if you cease to have regular access to the internet, in which case WHI may be required under applicable rules and regulations to provide the corporate information to, and communicate with, you in paper form;
  2. (b)  that you have provided WHI with your email address for the purposes of receiving communications from WHI in connection with the Forum and acknowledge that WHI is authorised to continue to use the email address provided until it has received written notification signed by you of any change to such email address. An email notification of a change of email address will not be accepted;
  3. (c)  and acknowledge that WHI is not responsible for any technical problems with the internet or with your use of the internet and that WHI is not liable for any impact these problems may have on you; and
  4. (d)  and acknowledge that if you download materials via the internet you will ensure that you scan such materials for malware, such as computer viruses or Trojan horses and that WHI is not responsible or liable to you for any damage or loss caused by such electronic communication hazards.

5. Liability

  1. 5.1  Nothing in these Terms shall exclude or limit liability to the extent that it is not permissible to do so under applicable laws and regulations, including, without limitation, for death or personal injury, for fraud or fraudulent misrepresentation. Nothing in these Terms shall exclude or limit or restrict any duties or liabilities to you under the Financial Services and Markets Act 2000 (as amended or superseded from time to time) or any conduct of business rules with which we are required to comply.
  2. 5.2  Whilst WHI has taken reasonable steps to ensure the accuracy and completeness of the corporate information, it expressly recommends to Members that they should conduct their own due diligence on a particular company prior to investing in it and WHI excludes any warranties, conditions, terms, undertakings or representations (either express or implied) to the fullest extent permitted under applicable laws and regulations. WHI accepts no liability whether in contract, tort (including negligence) for breach of statutory duty or otherwise and in particular, shall not be liable for economic losses or loss of reputation or special, incidental, consequential or indirect loss or damage suffered or incurred arising out of or in connection with your membership of the Forum and these Terms and any corporate information posted by it..
  3. 5.3  You agree that the limits on WHI’s liability and obligations as set out in these Terms are fair and reasonable.

6. Privacy, personal data and confidentiality

  1. 6.1  WHI are committed to protecting the privacy of Members’ and recognises its responsibility to keep the information provided by you to it confidential. WHI is registered under the Data Protection Act 1998 (the “DPA”).
  2. 6.2  To enable WHI to provide the Forum, it will process personal data (as defined by the DPA) and will do so in accordance with the DPA in a lawful and fair manner and provide that personal data with an adequate level of protection. Subject to your rights under the DPA, you consent to the processing by WHI and by any third parties involved in the provision of the Forum and/or corporate information of the personal data submitted by you and to the transmission of such personal data to any associate of WHI or such third parties for purposes connected with membership administration and prospective investment in a company. You also consent generally to the use of your personal data in accordance with WHI’s privacy policy. Please refer to WHI’s Privacy and Cookie Policy for further information.
  3. 6.3  The personal data that WHI collects from you may be transferred to, stored and processed at a destination outside the EEA either by WHI or a third party connected with the operation of the Forum. Countries outside of the EEA do not always have strong data protection laws. However, WHI will take steps as are reasonably necessary to ensure that your personal data is held securely and ensure that such personal data is provided with adequate protection in accordance with the Principles of the DPA.
  4. 6.4  By accepting these Terms:
    1. (a)  you are giving positive consent for WHI to obtain, store and process information about you; and
    2. (b)  you agree that, unless you notify WHI to the contrary, WHI may use the personal data it holds about you to contact you from time to time by post, facsimile, electronic communication (such as e-mail) or telephone or by posting information to an on-line access system such as a web portal, to bring to your attention additional products or services (includingthose provided by Associates) which it considers may be of benefit to you.
  5. 6.5  If you are a private individual, you have the right to object to direct mailing and you may withhold (or at any time in the future, withdraw) any consent given by you for this purpose by contacting WHI’s Data Protection Officer in writing at WHI’s registered office.
  1. 6.6  Some of the information posted on the Forum may contain personal data subject to applicable data protection legislation. You must not use that data contrary to such legislation.
  2. 6.7  Any corporate information or other information which is made available to you out of or in connection with your membership of the Forum is confidential and may contain non-public or commercially sensitive information about a company (“confidential information”) and must be treated as such and in accordance with the terms set out herein. You agree to use such confidential information solely in connection with the purposes of the Forum and not disclose such confidential information to any other party except in compliance with an order by a court of competent jurisdiction or regulatory requirement. You will notify WHI, to the extent permitted, of any such court order or regulatory request. You acknowledge and agree that the unauthorised disclosure of confidential information may cause irreparable injury to WHI or relevant third party and that, in the event of a violation of any obligations by you regarding such confidential information, WHI may have no adequate remedy at law. In such event, WHI may be entitled to seek enforcement of each such obligation by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction and without prejudice to any other rights or remedies which may be available to WHI at law or in equity. For the avoidance of doubt, “confidential information” will include all corporate information disclosed by WHI or its clients of whatever nature or form (including electronic data, drawings, films, documents, computer readable media or oral information) and all copies of such information in whatever form; all reports, analyses, compilations, forecasts, studies, memoranda and other documents prepared by or on behalf of WHI; and all commercial, financial, operational and technical information and data regarding a particular company and its current and future products and services, clients, suppliers, licensors and marketing plans.

7. Intellectual Property

  1. 7.1  WHI are the owner or the licensee of all intellectual property rights in the Forum and the corporate information published on it. Those works are protected by copyright laws around the world. All rights, save as expressly granted by these Terms, are reserved.
  2. 7.2  The design and layout of the Forum is protected by copyright, database right, design rights and other similar laws and may not be copied or imitated in whole or in part. Reproduction in any form of any part of the contents of the Forum without WHI’s prior written consent is prohibited unless for your sole personal use. WHI’s status (and that of any identified contributors) as the authors of the information published on the Forum must always be acknowledged.
  3. 7.3  The trade marks, logos and trade names displayed in the Forum are either the property of WHI or other third parties. You are not permitted to download, copy, display, modify or use such trademarks, logos or trade names without WHI’s prior written consent or the consent of such third party who may own them.
  4. 7.4  WHI and its suppliers own the intellectual property rights in the software that runs the Forum and you will not acquire any ownership rights, title or interest in or to such software. You must not copy, modify, download, distribute, decipher, de-compile, reverse engineer or interfere with that software without WHI’s prior written consent or do anything which may damage, interfere with or disrupt the use of the software used by the Forum.

8. Changes

  1. 8.1  WHI reserves the right to make changes to the Forum, to the Terms and to the Eligibility Criteria without prior notice to you.
  2. 8.2  WHI reserves the right to change or remove any of the corporate information without notice.

9. Internet

9.1 In order to maintain the security of its systems, protect its staff and detect fraud and other crimes, WHI reserves the right to monitor all internet communications, including web and email traffic, into and out of its domain. Monitoring includes, without limitation, checks for malware, such as viruses, and other significant code, criminal activity (actual or suspected) and use or content that is unauthorised or unlawful or material that may cause offence in any way.

10. Access

  1. 10.1  Access to the Forum is only achieved with a username and password. Access is restricted to Members only. You are not permitted to grant access to the Forum to persons who are not Members.
  2. 10.2  You are responsible for ensuring that the details you provide WHI with are correct and complete and for informing WHI of any changes to the information you have provided. You should only access the Forum using a computer linked to a secure network environment. You are responsible for maintaining the confidentiality of your username, password or other login details (“Access Terms”) and for restricting access to your computer. You should take all necessary steps to ensure that your Access Terms are kept confidential and inform WHI immediately if you believe or suspect that someone else knows your Access Terms. You should not choose Access Terms that may be easily identifiable by others and login details should be changed regularly to help protect the security of the site.
  1. 10.3  WHI grants you membership of the Forum solely on the basis of these Terms and any other instruction or direction it provides to you. Your membership of the Forum is personal to you and you may not permit any other person to gain access to the Forum using your Access Terms.
  2. 10.4  WHI reserves the right to remove any Member from the Forum at any time and to disable any user identification code or password.
  3. 10.5  If you are accessing the Forum to use the services available through it otherwise than in the course of your business, you have certain statutory rights as a consumer regarding the performance of services. These statutory rights will not be affected by any statement contained in these Terms.

11. Suspension / termination

  1. 11.1  WHI reserves the right to terminate or suspend your membership of the Forum or to suspend or discontinue or terminate the Forum for whatever reason.
  2. 11.2  WHI will act in a manner which it considers to be proportionate in the circumstances and, where reasonable, will endeavour to inform you in advance of taking such action.

12. Indemnity

12.1 You indemnify WHI against any claims or actions brought against it for any alleged infringement of third party rights arising out of or in connection with your membership of the Forum or breach of these Terms, including but not limited to unauthorised disclosure of confidential information.

13. General

  1. 13.1  Any dispute arising between a Member and WHI in relation to the Forum shall be governed by and construed in accordance with the laws of England and Wales.
  2. 13.2  You and WHI agree that the courts of England and Wales will have exclusive jurisdiction for the purposes of any such dispute.
  3. 13.3  If any of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (a) the legality, validity or enforceability in that jurisdiction of any other term or condition which shall continue to have full force and effect; or (b) the legality, validity or enforceability in other jurisdictions of that or any other term or condition which shall continue to have full force and effect.
  4. 13.4  Any person who is not a party to these Terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
  5. 13.5  A failure or delay by either party to enforce any right under these Terms is not an implied waiver of the same or of any other right in the future. No waiver of any of these Terms shall be valid unless provided in writing by WHI.
  6. 13.6  There is no fee for being a Member. However, WHI may receive payment from the companies introduced to Members which may, in some instances, be related to the level of investment made by Members.

14. Regulatory Information

WH Ireland Limited is authorised and regulated by the Financial Conduct Authority in the conduct of investment business and its Financial Services Register Number is 140773. Its registered office is at 24 Martin Lane, London EC4R 0DR.

15. Glossary

US Person US National

as defined by the US Internal Revenue Services which includes any citizen or resident of the US;

means a person who is a US resident or citizen or has a US place of birth or has a US mailing address or has a US telephone number or has standing instructions to transfer funds to an account maintained in the US or has granted a power of attorney or signatory authority to a person with a US address or has a “care of” address or “hold mail” in the US that is the sole address of the individual.

I agree to the Terms and Conditions