T&C UK&World Private Investor (UK&World) Terms and Conditions Institutional Investor (UK&World) Terms and Conditions Company (UK&World) Terms and Conditions INVESTOR TERMS AND CONDITIONS This agreement sets out the relationship between iDeal and the Investor, and how the Investor can use the Website. Definitions and interpretation The following terms shall have the following meanings in this agreement: “Account” has the meaning given to it in clause 2.1; “AIM Rules” means the AIM Rules for Companies published by the Exchange; “Applicable Regulations” has the meaning given to it in clause 7.1; “CJA” means the Criminal Justice Act 1993; “Company” means a person, which has a company account with iDeal; “Exchange” means the London Stock Exchange PLC; “FCA” means the Financial Conduct Authority; “FCA Rules” has the meaning given to it in clause 7.1.1; “FPO” means Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; “FSMA” means the Financial Services and Markets Act 2000; “GXG” means GXG Markets A/S “GXG Rules” means the GXG Official List Market Rules for Issuing Companies, the GXG Main Quote Market Rules for Issuing Companies or the GXG First Quote Market Rules for Issuing Companies published by GXG; “iDeal” means i-deal Corp, an International Business Company registered in Belize with registered number 141,960 and having its registered office at 1½ Miles Northern Highway, Belize City, Belize; “Institutional Investor” means a person which has an institutional investor account with iDeal; “Investor” means you, a person who uses the Website, but is not an Institutional Investor; “ISDX” means ICAP Securities & Derivatives Exchange Limited; “ISDX Rules” means the Main Board – Admission and Disclosure Standards or the Growth Market – Rules for Issuers published by ISDX; “Listing” means a listing posted on the Website by the Company advertising the availability of an investment opportunity to Institutional Investors including any content or material uploaded on the Website; “Relevant Person” has the meaning given in clause 9.1; “Rules of the Exchange” means the rules published by the Exchange; “Subscription Fees” means the fees payable in return for access to the Account and the Website as set out on the Website from time to time; “Takeover Code” means the City Code on Takeover and Mergers as published by the Takeover Panel; “Takeover Panel” means the Panel on Takeovers and Mergers; “Warranties” means the representations and warranties given by the Investors in clause 5.1; and “Website” means the website at www.i-dealcorp.com. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation. References to a “person” shall include a natural person, corporate or incorporated body (whether or not having a separate legal personality). Unless stated otherwise references to written or writing shall include fax and email. Where either party is required to “notify” or provide “notice” to the other party this must be done in accordance with clause 17. References to an English legal term for an action remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term. Account and Password The Investor shall provide iDeal with a username, email address and password to create the Investor’s account (the “Account”). The Investor must treat such information as confidential and must not disclose it to any third party. If the Investor knows or suspects that anyone other than the Investor knows its username and password, the Investor shall: promptly notify iDeal; and take necessary steps to ensure that the Account is secure and any changes to the Account have been rectified including, but not limited to, resetting its password, verifying that the Account or any content has not been changed or manipulated. iDeal is entitled to assume that instructions and information has been properly authorised by the Investor if they are given after the username and password have been used to log into the Account. Use of the Website The Investor shall adhere to the standards set out in this clause 3 relating the use of the Website. use the Website (including the use of its messaging service, if any) in a way, that: is defamatory of any person, obscene, offensive, hateful, discriminatory or inflammatory; misleads or is likely to mislead the Institutional Investor, iDeal or any other person when using the Website; infringes any copyright, database right, trade mark or other rights of any other person; is likely to harass, upset, embarrass, alarm or annoy any other person; impersonates any other person, or misrepresents the Investor’s identity or affiliation with any person; gives the impression that any content or communication emanates from iDeal, if this is not the case; advocates, promotes or assists any unlawful act or illegal activity including, copyright infringement or computer misuse; or is a breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. In accordance with the terms of this agreement, the Investor may use the Website to: manage the Account; upload and manage its content and status; and communicate with iDeal, other Investors and Institutional Investors. iDeal does not represent that any materials on the Website (including the information included as part of a Listing) are appropriate or available for use in any particular location. The Investors should inform themselves as to the possible tax consequences, the legal and regulatory requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to accessing the Website. The Investor shall not export, directly or indirectly, any technical data acquired from iDeal under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. The Investor undertakes: contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and if requested, to provide iDeal with any reasonable assistance, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. Listings and Promotion The Investor acknowledges that iDeal’s role is to facilitate the creation of the Listing on behalf of the Company and, subject to clause 8.1 and except where iDeal is in material breach of its obligations under this agreement, iDeal shall not be liable to the Investor for any claims, liabilities or losses arising out of or in connection with the Listing or any content or material uploaded on the Website. The Investor shall: at all times, ensure that the: content and material it uploads to the Website; and information about, and contact details of, the Investor, is true, accurate, complete and up to date; manage, change or remove, as applicable, any content, materials, information immediately if it or they are incorrect or change; and co-operate and assist iDeal in connection with iDeal’s reasonable requirements. The Investor acknowledges that iDeal reserves the right to approve all content and materials uploaded by the Investor and that iDeal may in its absolute discretion reject, remove or request changes to any such content and materials. iDeal does not warrant, represent or guarantee that the content in any Listing or any content or material uploaded on the Website by the Company or any other content on the Website is true, accurate and complete or up-to-date. iDeal gives no guarantee as to the availability of the Website and may temporarily suspend access to the Website for any reason without prior notice. The Investor hereby grants iDeal a non-exclusive, royalty free licence to use the Investor’s name and logo for use on the Website and marketing and promotional purposes. Except where the Investor has opted out on the Website, the Institutional Investor agrees to be the subject of a testimonial written by iDeal about the Website. iDeal shall not publish the testimonial without the Investor’s consent, such consent not to be unreasonably withheld or delayed. The Investor may set up the Account and use the Website in return for its obligations under this agreement and in consideration of the Subscription Fees. The Investor will only be able to view the information uploaded to the Website in respect of the Company which is not anonymised if the Investor has been taken on by a suitably authorised investment professional who can act on the Investor’s behalf and may access the full Listing as an Institutional Investor. Representations and Warranties The Investor represents, warrants and undertakes they shall not act on any financial promotion contained on the Website and the Investor provides these Warranties and they may be relied on and enforced by iDeal and each and every Company (with the consent of iDeal in its absolute discretion). The Investor undertakes immediately to notify iDeal in writing if it comes to its knowledge at any time that the Warranty was, when given, untrue, inaccurate or misleading or that the Warranty has or may become untrue, inaccurate or misleading as if repeated by reference to facts or circumstances subsisting each time that the Investor accesses the Website. Fees and Payment The Investor shall pay to iDeal the Subscription Fees from time to time. iDeal will notify the Investor each time the Subscription Fees are changed. iDeal may contact the Investor in the final month of any period which the Subscription Fees cover and take payment for the subsequent period. The Subscription Fees are exclusive of VAT, which will be added to the fees at the appropriate rate and payable by the Investor. Without prejudice to any other rights iDeal may have, if the Investor fails to pay iDeal in accordance with this clause 6, iDeal may suspend access to the Website until payment has been made in full. Regulation Any services provided by iDeal pursuant to this agreement may be, to the extent relevant to such services, subject to the rules, regulations, requirements, practices and guidelines of regulators, both in the United Kingdom and elsewhere, for the time being in force, including but not limited to the FCA, Exchange, ISDX, GXG and the Takeovers Panel, including; the FCA Handbook as published by the FCA including, but not limited to, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules and the Code of Market Conduct (together the “FCA Rules”); the AIM Rules; the ISDX Rules; the GXG Rules; the Rules of the Exchange; the Takeover Code; and all other applicable law and regulations of the United Kingdom and elsewhere, including, but not limited to, the Companies Act 2006, the CJA and the FSMA, and the Investor agrees and accepts that the obligations of iDeal to it will not restrict the freedom of iDeal to take all steps which iDeal considers to be necessary or desirable to comply with all such rules, regulations, requirements, practices, guidelines and law (together the "Applicable Regulations"). The Investor acknowledges and accepts that iDeal may be required by the Applicable Regulations or by regulatory agencies and authorities to disclose information and deliver documents relating to the Investor and/or its directors in relation to this agreement to the Exchange, the FCA, other governmental or regulatory bodies. The Investor expressly authorises any such disclosure or delivery. The Investor acknowledges that iDeal has not made and will not make and it not and will not be responsible for any invitation in respect of investment activities in any Companies. The Investor undertakes to obtain appropriate advice (including legal advice) in respect of all laws and regulations which may be applicable to it in the United Kingdom or any other jurisdiction in connection with the Listing and the Website and to follow such advice. The Investor acknowledges that iDeal is not responsible for providing any legal advice or other advice to the Investor or the Company in respect of any Applicable Regulations. The Investor warrants and undertakes that it shall not rely on any information posted on the Website by any other Institutional Investors, Investors or Companies and shall perform its own due diligence and carry out such investigations as it may deem necessary to satisfy itself that any information provided is accurate and acknowledges that iDeal is not responsible for such information. Some or all of the information posted on the Website or the Listing, whether by iDeal or a Company may be inside information for the purposes of the CJA and the Investor undertakes not to deal in securities that are price affected securities (as defined in the CJA) in relation to the inside information, encourage another person to deal in price affected securities or disclose the inside information except as permitted by the CJA before the inside information is made public. Liability Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Nothing in this agreement in any way excludes or limits either party’s liability for: negligence causing death or personal injury, fraudulent misrepresentation, fraud or for any liability which may not legally be excluded or limited. Subject to clause 8.1, the aggregate liability of iDeal to the Investor in respect of any cost, loss, damage claim and expenses suffered or incurred directly or indirectly under or in connection with its breach of this agreement shall be limited to the greater of: [£500; or] the Subscription Fees paid to iDeal in the twelve (12) months preceding the act or omission complained of. Subject to clause 8.1, iDeal shall not be liable for: any defects or errors in the Website; the accuracy, completeness or legality of any data, content or other information provided by the Company, Institutional Investors or other Investors; interruptions in or unavailability of the Website; or any breach of any obligations due to a cause beyond iDeal’s reasonable control. iDeal shall not be liable for any: loss, damage or distress arising from accessing the Website, reliance on information or reliance on availability of the Website; loss of business, customers or profits; nor indirect, consequential or economic loss, damage or distress (including any such loss, damage or distress arising from unauthorised use of or damage to data or content uploaded by the Investor), which the Investor suffers in relation to this agreement, or use of the Website. Both parties exclude all terms that are not expressly stated in the agreement, including but, not limited to, any implied warranties as to quality, fitness for purpose or ability to achieve a particular result. Subject to clause 8.1 the Investor warrants, represents and undertakes to hold iDeal harmless from any claim as a result of the Investor accessing the Website or making any investment based on any information derived from the Website. Indemnity The Investor undertakes with iDeal for itself its successors, assigns, parent, subsidiaries and affiliates, and its directors, officers, employees, and agents (each being a “Relevant Person”) to hold each Relevant Person fully and effectively indemnified from and against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 9.1 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) and which in any such case arises, directly or indirectly, out of or is attributable to or would not have arisen but for the actions or inactions of the Investor, or as a result of iDeal being a party to this agreement unless and to the extent that the same is finally determined by a court of competent jurisdiction to have resulted from the gross negligence, wilful default or fraud of iDeal or any material breach by iDeal of its obligations under this agreement or any material breach by any Relevant Person of any obligations under the rules set out in the FCA Handbook or the regulatory system to which such Relevant Person is subject to under FSMA (as determined by the appropriate regulatory authority). The Investor shall further indemnify and hold harmless each Relevant Person against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 9.2 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) arising out of the breach by the Investor of this agreement. iDeal shall have the sole right to control the defence and settlement of any such claim save that iDeal shall consult with the Investor (so far as they reasonably can) prior to any settlement. The Investor agrees to provide reasonable assistance to iDeal at the Investor’s expense in the defence of same. The Investor agrees that it will not, without the prior written consent of iDeal settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in respect of which indemnification may be sought under this clause 9 (whether or not iDeal is an actual or potential party to such claim) unless such settlement, compromise or consent includes an unconditional release of iDeal from all liabilities arising out of such claim. Each Relevant Person shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against the Investor under clause 9 of this agreement notwithstanding that such Relevant Person is not a party to this agreement provided that such Relevant Person must obtain the written consent of iDeal before it may bring proceedings to enforce the terms of clause 9 and, save to the extent notified in writing by iDeal to the relevant Relevant Person, iDeal (without obligation) shall have the sole conduct of any such action on behalf of any Relevant Person and iDeal and Investor agree that this agreement may be amended by the parties hereto without the consent of any such Relevant Person. The indemnities set out in this agreement shall survive the termination of this agreement and shall be in addition to and not be construed to limit, affect or prejudice any other right or remedy available to iDeal or any Relevant Person and any such indemnities shall be enforceable by it only to the extent that such enforcement is not prohibited under the rules of the FCA Handbook. All sums payable under the indemnities in clause 9 shall be paid free and clear of all deductions or withholdings save as may be required by law. Should any amount paid or payable under this clause 9 to iDeal or any of the Relevant Persons be itself subject to tax in the hands of the recipient or be required to be paid under any deduction or withholding, the Investor shall pay such sum as will after any such tax, deduction or withholding leave the recipient with the same amount as he would have had if no such tax had been payable and no deduction or withholding had been made, and such payments and adjustments shall be made as may be necessary to give effect to this clause 9.6. Termination and Suspension iDeal may at any time whether with or without cause and with notice immediately: suspend the Account; and/or terminate this agreement. The Investor may terminate this agreement at any time by giving at least three (3) months’ notice to iDeal. Upon termination of this agreement for any reason: accrued rights and liabilities will be unaffected; the Account shall be deleted; all material and content uploaded by the Investor shall be removed from the Website; and all clauses which are expressed or clearly intended to survive termination, including clause 5 (Representations and Warranties) and clause 9 (Indemnity) together with any other provision necessary for the interpretation or enforcement of this agreement shall survive. Intellectual Property Rights iDeal is the owner or licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. The Investor must not print off, copy or download, in any way, any materials off or any part of the Website. The Investor must not use any part of the Website for commercial purposes without obtaining a licence to do so from iDeal or its licensors. If the Investor prints off, copies or downloads any materials off or any part of the Website, iDeal may terminate this agreement and the Investor must, at the option of iDeal, return or destroy any copies of the materials the Investor has made. Confidentiality The Investor shall keep in confidence any information in any form (including oral) of a confidential nature obtained in connection with this agreement or the Website and shall not without iDeal’s prior written consent use that information other than for the purposes of this agreement or disclose it to any person. This clause shall not apply to information that: becomes public knowledge has been published other than through a breach of this agreement; is lawfully in the possession of the recipient before the disclosure took place; is obtained from a third party who is free to disclose it; or a party is requested to disclose and if it did not could be required by law or regulation or competent authority to do so. Privacy notice The Investor agrees that iDeal may use personal data of the Institutional Investor in accordance with iDeal’s privacy policy, which can be found at www.i-dealcorp.com. Viruses iDeal does not guarantee that the Website will be secure or free from bugs or viruses. The Investor is responsible for configuring its information technology in order to access the Website and must use virus protection software. The Investor shall not: misuse the Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website; nor attack the Website via a denial-of-service attack or a distributed denial-of service attack. Links The Investor may link to the home page of the Website, provided it does so in a way that is fair and legal and does not damage the reputation nor take advantage of iDeal. The Investor shall not establish a link: in such a way as to suggest any form of association with, approval or endorsement by iDeal where none exists; or to the Website in any website that is not owned by the Investor. The Website must not be framed on any other site, nor may the Investor create a link to any part of the Website other than the home page. Where the Website contains links to other sites and resources provided by third parties, these links are provided for information only and the Investor acknowledges that iDeal has no control over the contents of those sites or resources. Notices Any notice or other information required or authorised by this agreement to be given by any party may be by email (provided that the email has not been returned) or by posting a notice on the Website. Any notice or other information given by email where such email has not been returned shall be deemed to have been given at time the email is sent. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. General The Investor agrees promptly to provide to iDeal all information reasonably requested by it in order to enable it to verify compliance with the terms of this agreement. The Investor authorises iDeal to make such enquiries and obtain such references as it may consider necessary to fulfil its statutory obligations under the United Kingdom Money Laundering legislation or under FCA Rules. The Investor also authorises iDeal to make such further enquiries as it may from time to time consider necessary. This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties. Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded. Neither party is liable for breach of this agreement if the failure or delay is caused by any circumstances beyond the party’s reasonable control. Unless otherwise stated in this agreement, no amendment or variation of this agreement shall be effective unless in writing or posted on the Website (not email), expressed to be an amendment to this agreement and signed or consented to on your behalf by a duly authorised representative of each of the parties. The Investor shall not assign the whole or any part of its rights or obligations under this agreement without the prior written consent of iDeal. The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects. Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999. This agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the Courts of England and Wales, provided that nothing contained in this clause shall be taken to have limited the right of iDeal to proceed in the courts of any other competent jurisdiction. INSTITUTIONAL INVESTOR TERMS AND CONDITIONS This agreement sets out the relationship between iDeal and the Institutional Investor, and how the Institutional Investor can use the Website. Definitions and interpretation The following terms shall have the following meanings in this agreement: “Account” has the meaning given to it in clause 2.1; “AIM Rules” means the AIM Rules for Companies published by the Exchange; “Applicable Regulations” has the meaning given to it in clause 7.1; “CJA” means the Criminal Justice Act 1993; “Company” means a person, which has a company account with iDeal; “Exchange” means the London Stock Exchange PLC; “FCA” means the Financial Conduct Authority; “FCA Rules” has the meaning given to it in clause 7.1.1; “FPO” means Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; “FSMA” means the Financial Services and Markets Act 2000; “GXG” means GXG Markets A/S “GXG Rules” means the GXG Official List Market Rules for Issuing Companies, the GXG Main Quote Market Rules for Issuing Companies or the GXG First Quote Market Rules for Issuing Companies published by GXG; “iDeal” means i-deal Corp, an International Business Company registered in Belize with registered number 141,960 and having its registered office at 1½ Miles Northern Highway, Belize City, Belize; “Institutional Investor” means you, a person, which is an institutional investor; “Investor” means a person who uses the Website, but is not an Institutional Investor or a Company; “ISDX” means ICAP Securities & Derivatives Exchange Limited; “ISDX Rules” means the Main Board – Admission and Disclosure Standards or the Growth Market – Rules for Issuers published by ISDX; “Listing” means a listing posted on the Website by the Company advertising the availability of an investment opportunity to Institutional Investors including any content or material uploaded on the Website; “Promotional Service” has the meaning given to it in clause 4.8; “Relevant Person” has the meaning given in clause 9.1; “Rules of the Exchange” means the rules published by the Exchange; “Subscription Fees” means the fees payable in return for access to the Account and the Website as set out on the Website from time to time; “Takeover Code” means the City Code on Takeover and Mergers as published by the Takeover Panel; “Takeover Panel” means the Panel on Takeovers and Mergers; “Warranties” means the representations and warranties given by the Investors in clause 5.1; and “Website” means the website at www.i-dealcorp.com. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation. References to a “person” shall include a natural person, corporate or incorporated body (whether or not having a separate legal personality). Unless stated otherwise references to written or writing shall include fax and email. Where either party is required to “notify” or provide “notice” to the other party this must be done in accordance with clause 16. References to an English legal term for an action remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term. Account and Password The Institutional Investor shall provide iDeal with a username, email address and password to create the Institutional Investor’s account (the “Account”). The Institutional Investor must treat such information as confidential and must not disclose it to any third party. If the Institutional Investor knows or suspects that anyone other than the Institutional Investor knows its username and password, the Institutional Investor shall: promptly notify iDeal; and take necessary steps to ensure that the Account is secure and any changes to the Account have been rectified including, but not limited to, resetting its password, verifying that the Account or any content has not been changed or manipulated. iDeal is entitled to assume that instructions and information has been properly authorised by the Institutional Investor if they are given after the username and password have been used to log into the Account. Use of the Website The Institutional Investor shall adhere to the standards set out in this clause 3 relating the use of the Website. The Institutional Investor shall not: upload content or material to the Website; nor use the Website (including the use of its messaging service, if any) in a way, that: is defamatory of any person, obscene, offensive, hateful, discriminatory or inflammatory; misleads or is likely to mislead the Company, iDeal or any other person when using the Website; infringes any copyright, database right, trade mark or other rights of any other person; is likely to harass, upset, embarrass, alarm or annoy any other person; impersonates any other person, or misrepresents the Institutional Investor’s identity or affiliation with any person; gives the impression that any content or communication emanates from iDeal, if this is not the case; advocates, promotes or assists any unlawful act or illegal activity including, copyright infringement or computer misuse; or is a breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. In accordance with the terms of this agreement, the Institutional Investor may use the Website to: manage the Account; request to be put on an insider list in respect of a Listing, and if the Company consents, view the information uploaded to the Website in respect of the Company which is not anonymised; upload and manage its content and status; and communicate with iDeal, other Institutional Investors and Investors and where applicable, the Company. iDeal does not represent that any materials on the Website (including the information included as part of a Listing) are appropriate or available for use in any particular location. The Institutional Investors should inform themselves as to the possible tax consequences, the legal and regulatory requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to accessing the Website or a Listing or the subsequent holding or disposal of any investment in a Company. The Institutional Investor shall not export, directly or indirectly, any technical data acquired from iDeal under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. The Institutional Investor undertakes: contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and if requested, to provide iDeal with any reasonable assistance, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. Listings and Promotion The Institutional Investor acknowledges that iDeal’s role is to facilitate the creation of the Listing on behalf of the Company and, subject to clause 8.1 and except where iDeal is in material breach of its obligations under this agreement, iDeal shall not be liable to the Institutional Investor for any claims, liabilities or losses arising out of or in connection with the Listing or any content or material uploaded on the Website. The Institutional Investor shall: at all times, ensure that the: content and material it uploads to the Website; and information about, and contact details of, the Institutional Investors, is true, accurate, complete and up to date; manage, change or remove, as applicable, any content, materials, information immediately if it or they are incorrect or change; and co-operate and assist iDeal in connection with iDeal’s reasonable requirements. The Institutional Investor acknowledges that iDeal reserves the right to approve all content and materials uploaded by the Institutional Investor and that iDeal may in its absolute discretion reject, remove or request changes to any such content and materials. The Institutional Investor shall not distribute any content in any Listing or any content or material uploaded on the Website by any Company or any other content on the Website to any other party without the prior written consent of iDeal and the Company. iDeal does not warrant, represent or guarantee that the content in any Listing or any content or material uploaded on the Website by the Company or any other content on the Website is true, accurate and complete or up-to-date. iDeal gives no guarantee as to the availability of the Website and may temporarily suspend access to the Website for any reason without prior notice. The Institutional Investor hereby grants iDeal a non-exclusive, royalty free licence to use the Institutional Investor’s name and logo for use on the Website and marketing and promotional purposes. Except where the Institutional Investor has opted out on the Website, the Institutional Investor agrees to be the subject of a testimonial written by iDeal about the Website. iDeal shall not publish the testimonial without the Institutional Investor’s consent, such consent not to be unreasonably withheld or delayed. The Institutional Investor may set up the Account and use the Website in return for its obligations under this agreement and in consideration of the Subscription Fees. iDeal’s service shall include making the Institutional Investor’s details available to Company’s who have submitted Listings on the Website when the Institutional Investor applies to be included on an insider list to obtain further information about a Listing (the “Promotional Service”). The Institutional Investor will only be able to view non-anonymised information uploaded to the Website in respect of the Company if the identity of the Institutional Investor has been approved by the Company. Representations and Warranties The Institutional Investor represents and warrants that: it has all necessary authority, approvals, licences and consents which are necessary or desirable to view the information on the Website and the Listing and to invest in the Company; it is a person of the kind described in Article 19 (Investment Professionals) or Article 49 (High Net Worth Companies, Unincorporated Associations, etc) of the FPO or a person to whom it is otherwise lawful to view the Listing and the Institutional Investor undertakes that if they are not such a person, that they shall not act on any financial promotion contained on the Website; and it has satisfied itself that the Company has the necessary authority, licences and consents in relation to a Listing, the Institutional Investor provides these Warranties and they may be relied on and enforced by iDeal and each and every Company (with the consent of iDeal in its absolute discretion) contacted by the Institutional Investor using the Promotional Service. Each Warranty shall be interpreted as separate and independent and shall be without prejudice to any other Warranty. The Institutional Investor undertakes immediately to notify iDeal in writing if it comes to its knowledge at any time that any of the Warranties was, when given, untrue, inaccurate or misleading or that any of the Warranties has or may become untrue, inaccurate or misleading as if repeated by reference to facts or circumstances subsisting each time that the Institutional Investor accesses the Website. Fees and Payment In consideration for the Promotional Service, the Institutional Investor shall pay to iDeal the Subscription Fees from time to time. iDeal will notify the Institutional Investor each time the Subscription Fees are changed. iDeal may contact the Institutional Investor in the final month of any period which the Subscription Fees cover and take payment for the subsequent period. The Subscription Fees are exclusive of VAT, which will be added to the fees at the appropriate rate and payable by the Institutional Investor. Without prejudice to any other rights iDeal may have, if the Institutional Investor fails to pay iDeal in accordance with this clause 6, iDeal may suspend access to the Website and the Promotional Service until payment has been made in full. Regulation Any services provided by iDeal pursuant to this agreement may be, to the extent relevant to such services, subject to the rules, regulations, requirements, practices and guidelines of regulators, both in the United Kingdom and elsewhere, for the time being in force, including but not limited to the FCA, Exchange, ISDX, GXG and the Takeovers Panel, including; the FCA Handbook as published by the FCA including, but not limited to, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules and the Code of Market Conduct (together the “FCA Rules”); the AIM Rules; the ISDX Rules; the GXG Rules; the Rules of the Exchange; the Takeover Code; and all other applicable law and regulations of the United Kingdom and elsewhere, including, but not limited to, the Companies Act 2006, the CJA and the FSMA, and the Institutional Investor agrees and accepts that the obligations of iDeal to it will not restrict the freedom of iDeal to take all steps which iDeal considers to be necessary or desirable to comply with all such rules, regulations, requirements, practices, guidelines and law (together the "Applicable Regulations"). The Institutional Investor acknowledges and accepts that iDeal may be required by the Applicable Regulations or by regulatory agencies and authorities to disclose information and deliver documents relating to the Institutional Investor and/or its directors in relation to this agreement to the Exchange, the FCA, other governmental or regulatory bodies. The Institutional Investor expressly authorises any such disclosure or delivery. The Institutional Investor acknowledges that iDeal has not made and will not make and it will not be responsible for any invitation in respect of investment activities in any Companies. The Institutional Investor undertakes to obtain appropriate advice (including legal advice) in respect of all laws and regulations which may be applicable to it in the United Kingdom or any other jurisdiction in connection with the Listing and the Website and to follow such advice. The Institutional Investor acknowledges that iDeal is not responsible for providing any legal advice or other advice to the Institutional Investor or the Company in respect of any Applicable Regulations. The Institutional Investor warrants and undertakes that it shall not rely on any information posted on the Website by any other Institutional Investors, Investors or Companies and shall perform its own due diligence and carry out such investigations as it may deem necessary to satisfy itself that any information provided is accurate and acknowledges that iDeal is not responsible for such information. Some or all of the information posted on the Website or the Listing, whether by iDeal or a Company may be inside information for the purposes of the CJA and the Institutional Investor undertakes not to deal in securities that are price affected securities (as defined in the CJA) in relation to the inside information, encourage another person to deal in price affected securities or disclose the inside information except as permitted by the CJA before the inside information is made public. Liability Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Nothing in this agreement in any way excludes or limits either party’s liability for: negligence causing death or personal injury, fraudulent misrepresentation, fraud or for any liability which may not legally be excluded or limited. Subject to clause 8.1, the aggregate liability of iDeal to the Institutional Investor in respect of any cost, loss, damage claim and expenses suffered or incurred directly or indirectly under or in connection with its breach of this agreement shall be limited to the greater of: [£500; or] the Subscription Fees paid to iDeal in the twelve (12) months preceding the act or omission complained of. Subject to clause 8.1, iDeal shall not be liable for: any defects or errors in the Website; the accuracy, completeness or legality of any data, content or other information provided by the Company, other Institutional Investors or Investors; interruptions in or unavailability of the Website; or any breach of any obligations due to a cause beyond iDeal’s reasonable control. iDeal shall not be liable for any: loss, damage or distress arising from accessing the Website, reliance on information or reliance on availability of the Website; loss of business, customers or profits; nor indirect, consequential or economic loss, damage or distress (including any such loss, damage or distress arising from unauthorised use of or damage to data or content uploaded by the Institutional Investor), which the Institutional Investor suffers in relation to this agreement, or use of the Website. Both parties exclude all terms that are not expressly stated in the agreement, including but, not limited to, any implied warranties as to quality, fitness for purpose or ability to achieve a particular result. Subject to clause 8.1 the Institutional Investor warrants, represents and undertakes to hold iDeal harmless from any claim as a result of the Institutional Investor accessing the Website or making any investment based on any information derived from the Website. Indemnity The Institutional Investor undertakes with iDeal for itself its successors, assigns, parent, subsidiaries and affiliates, and its directors, officers, employees, and agents (each being a “Relevant Person”) to hold each Relevant Person fully and effectively indemnified from and against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 9.1 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) and which in any such case arises, directly or indirectly, out of or is attributable to or would not have arisen but for the actions or inactions of the Institutional Investor, or as a result of iDeal being a party to this agreement unless and to the extent that the same is finally determined by a court of competent jurisdiction to have resulted from the gross negligence, wilful default or fraud of iDeal or any material breach by iDeal of its obligations under this agreement or any material breach by any Relevant Person of any obligations under the rules set out in the FCA Handbook or the regulatory system to which such Relevant Person is subject to under FSMA (as determined by the appropriate regulatory authority). The Institutional Investor shall further indemnify and hold harmless each Relevant Person against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 9.2 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) arising out of the breach by the Institutional Investor of this agreement. iDeal shall have the sole right to control the defence and settlement of any such claim save that iDeal shall consult with the Institutional Investor (so far as it reasonably can) prior to any settlement. The Institutional Investor agrees to provide reasonable assistance to iDeal at the Institutional Investor’s expense in the defence of same. The Institutional Investor agrees that it will not, without the prior written consent of iDeal settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in respect of which indemnification may be sought under this clause 9 (whether or not iDeal is an actual or potential party to such claim) unless such settlement, compromise or consent includes an unconditional release of iDeal from all liabilities arising out of such claim. Each Relevant Person shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against the Institutional Investor under clause 9 of this agreement notwithstanding that such Relevant Person is not a party to this agreement provided that such Relevant Person must obtain the written consent of iDeal before it may bring proceedings to enforce the terms of clause 9 and, save to the extent notified in writing by iDeal to the relevant Relevant Person, iDeal (without obligation) shall have the sole conduct of any such action on behalf of any Relevant Person and iDeal and Institutional Investor agree that this agreement may be amended by the parties hereto without the consent of any such Relevant Person. The indemnities set out in this agreement shall survive the termination of this agreement and shall be in addition to and not be construed to limit, affect or prejudice any other right or remedy available to iDeal or any Relevant Person and any such indemnities shall be enforceable by it only to the extent that such enforcement is not prohibited under the rules of the FCA Handbook. All sums payable under the indemnities in clause 9 shall be paid free and clear of all deductions or withholdings save as may be required by law. Should any amount paid or payable under this clause 9 to iDeal or any of the Relevant Persons be itself subject to tax in the hands of the recipient or be required to be paid under any deduction or withholding, the Institutional Investor shall pay such sum as will after any such tax, deduction or withholding leave the recipient with the same amount as he would have had if no such tax had been payable and no deduction or withholding had been made, and such payments and adjustments shall be made as may be necessary to give effect to this clause 9.6. Termination and Suspension iDeal may at any time whether with or without cause and with notice immediately: suspend the Account; and/or terminate this agreement. The Institutional Investor may terminate this agreement at any time by giving at least three (3) months’ notice to iDeal. Upon termination of this agreement for any reason: accrued rights and liabilities will be unaffected; the Account shall be deleted; all material and content uploaded by the Institutional Investor shall be removed from the Website; and all clauses which are expressed or clearly intended to survive termination, including clause 5 (Representations and Warranties) and clause 9 (Indemnity) together with any other provision necessary for the interpretation or enforcement of this agreement shall survive. Intellectual Property Rights iDeal is the owner or licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. The Institutional Investor may print off one copy, and may download extracts of any page(s) from the Website for internal business purposes only. The Institutional Investor must not modify the paper or digital copies of any materials the Institutional Investor has printed off or downloaded in any way, and the Institutional Investor must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. iDeal’s status (and that of any identified contributors) as authors of the content on the Website must always be acknowledged. The Institutional Investor must not use any part of the Website for commercial purposes without obtaining a licence to do so from iDeal or its licensors. If the Institutional Investor prints off, copies or downloads any part of the Website in breach of this agreement, iDeal may terminate this agreement and the Institutional Investor must, at the option of iDeal, return or destroy any copies of the materials the Institutional Investor has made. Confidentiality The Institutional Investor shall keep in confidence any information in any form (including oral) of a confidential nature obtained in connection with this agreement or the Website and shall not without iDeal’s prior written consent use that information other than for the purposes of this agreement or disclose it to any person. This clause shall not apply to information that: becomes public knowledge has been published other than through a breach of this agreement; is lawfully in the possession of the recipient before the disclosure took place; is obtained from a third party who is free to disclose it; or a party is requested to disclose and if it did not could be required by law or regulation or competent authority to do so. Privacy notice The Institutional Investor agrees that iDeal may use personal data of the Institutional Investor in accordance with iDeal’s privacy policy, which can be found at www.i-dealcorp.com. Viruses iDeal does not guarantee that the Website will be secure or free from bugs or viruses. The Institutional Investor is responsible for configuring its information technology in order to access the Website and must use virus protection software. The Institutional Investor shall not: misuse the Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website; nor attack the Website via a denial-of-service attack or a distributed denial-of service attack. Links The Institutional Investor may link to the home page of the Website, provided it does so in a way that is fair and legal and does not damage the reputation nor take advantage of iDeal. The Institutional Investor shall not establish a link: in such a way as to suggest any form of association with, approval or endorsement by iDeal where none exists; or to the Website in any website that is not owned by the Institutional Investor. The Website must not be framed on any other site, nor may the Institutional Investor create a link to any part of the Website other than the home page. Where the Website contains links to other sites and resources provided by third parties, these links are provided for information only and the Institutional Investor acknowledges that iDeal has no control over the contents of those sites or resources. Notices Any notice or other information required or authorised by this agreement to be given by any party may be by email (provided that the email has not been returned) or by posting a notice on the Website. Any notice or other information given by email where such email has not been returned shall be deemed to have been given at time the email is sent. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. General The Institutional Investor agrees promptly to provide to iDeal all information reasonably requested by it in order to enable it to verify compliance with the terms of this agreement. The Institutional Investor authorises iDeal to make such enquiries and obtain such references as it may consider necessary to fulfil its statutory obligations under the United Kingdom Money Laundering legislation or under FCA Rules. The Institutional Investor also authorises iDeal to make such further enquiries as it may from time to time consider necessary. This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties. Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded. Neither party is liable for breach of this agreement if the failure or delay is caused by any circumstances beyond the party’s reasonable control. Unless otherwise stated in this agreement, no amendment or variation of this agreement shall be effective unless in writing or posted on the Website (not email), expressed to be an amendment to this agreement and signed or consented to on behalf of the Institutional Investor by a duly authorised representative of each of the parties. The Institutional Investor shall not assign the whole or any part of its rights or obligations under this agreement without the prior written consent of iDeal. The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects. Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999. This agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the Courts of England and Wales, provided that nothing contained in this clause shall be taken to have limited the right of iDeal to proceed in the courts of any other competent jurisdiction. COMPANY TERMS AND CONDITIONS This agreement sets out the relationship between iDeal and the Company, and how the Company can list its corporate fund raising opportunities on the Website. Definitions and interpretation The following terms shall have the following meanings in this agreement: “Account” has the meaning given to it in clause 2.1; “AIM Rules” means the AIM Rules for Companies published by the Exchange; “Applicable Regulations” has the meaning given to it in clause 7.1; “Company” means you, a company [registered in England and Wales]; “Exchange” means the London Stock Exchange PLC; “FCA” means the Financial Conduct Authority; “FCA Rules” has the meaning given to it in clause 7.1.1; “FSMA” means the Financial Services and Markets Act 2000; “GXG” means GXG Markets A/S “GXG Rules” means the GXG Official List Market Rules for Issuing Companies, the GXG Main Quote Market Rules for Issuing Companies or the GXG First Quote Market Rules for Issuing Companies published by GXG; “iDeal” means i-deal Corp, an International Business Company registered in Belize with registered number 141,960 and having its registered office at 1½ Miles Northern Highway, Belize City, Belize; “Institutional Investor” means a person which has an institutional investor account with iDeal; “ISDX” means ICAP Securities & Derivatives Exchange Limited; “ISDX Rules” means the Main Board – Admission and Disclosure Standards or the Growth Market – Rules for Issuers published by ISDX; “Listing” means a listing posted on the Website by the Company advertising the availability of an investment opportunity to Institutional Investors including any content or material uploaded on the Website; “Relevant Person” has the meaning given in clause 10.1; “Rules of the Exchange” means the rules published by the Exchange; “Subscription Fees” means the fees set out on the Website from time to time; “Takeover Code” means the City Code on Takeover and Mergers as published by the Takeover Panel; “Takeover Panel” means the Panel on Takeovers and Mergers; “Takeover Warranties” means the representations and warranties given by the Company in clause 5.1; and “Website” means the website at www.i-dealcorp.com. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation. References to a “person” shall include a natural person, corporate or incorporated body (whether or not having a separate legal personality). Unless stated otherwise references to written or writing shall include fax and email. Where either party is required to “notify” or provide “notice” to the other party this must be done in accordance with clause 17. References to an English legal term for an action remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term. Account and Password The Company shall provide iDeal with a username, email address and password to create the Listed Company’s account (the “Account”). The Company must treat such information as confidential and must not disclose it to any third party. If the Company knows or suspects that anyone other than the Company knows its username and password, the Company shall: promptly notify iDeal; and take necessary steps to ensure that the Account is secure and any changes to the Account have been rectified including, but not limited to, resetting its password, verifying that the Account, any content and Listings have not been changed or manipulated. iDeal is entitled to assume that instructions and information has been properly authorised by the Company if they are given after the username and password have been used to log into the Account. Use of the Website The Company shall adhere to the standards set out in this clause 3 relating to the use of the Website including, but not limited to, the posting of the Listing. The Company shall not: include in the Listing content or material; nor use the Website (including the use of its messaging service, if any) in a way, that: is defamatory of any person, obscene, offensive, hateful, discriminatory or inflammatory; misleads or is likely to mislead the Institutional Investor, iDeal or any other person when using the Website; infringes any copyright, database right, trade mark or other right of any other person; is likely to harass, upset, embarrass, alarm or annoy any other person; impersonates any other person, or misrepresents the Company’s identity or affiliation with any person; gives the impression that any content or communication emanates from iDeal, if this is not the case; advocates, promotes or assists any unlawful act or illegal activity including copyright infringement or computer misuse; or is a breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. In accordance with the terms of this agreement, the Company may use the Website to: manage the Account; view information about Institutional Investors; upload, manage and edit the Listing, its content and status; upload any presentations or other documentation relating to a Listing; and communicate with Institutional Investors and iDeal. Listing by Company The Company must provide comprehensive details in the Listing. For each Listing the Company must provide the following: the currency and amount of money the Company is looking to raise; timing for completion of any fundraise; the type of fundraising the Company is undertaking; and the location of the market where the Company is listed (if applicable). The Company shall: at all times, ensure that the: information for each Listing set out in clause 4.1; content and material it uploads to the Website; and information about, and contact details of, the Company, is true, accurate, complete and up to date; include a statement on all content and material it uploads to the Website that: “The use of the i-Dealcorp.com website and the access to content and material via the i-Dealcorp.com website shall not constitute any warranty representation or comfort from i-deal Corp as to the adequacy and accuracy of information provided or the suitability of [Company] for investment or other purposes”; manage, change or remove, as applicable, any content, materials, information, Listing immediately if it or they are incorrect or change; and co-operate and assist iDeal in connection with iDeal’s reasonable requirements. The Company acknowledges that iDeal reserves the right to approve the Listing and that iDeal may in its absolute discretion reject, remove or require changes to any Listing. An Institutional Investor may apply to be included on an insider list to obtain further information about the Listing. As soon as reasonably practicable upon receiving an application from an Institutional Investor to be included on an insider list, the Listed Company shall, at its discretion, accept or reject such application. The Company hereby grants iDeal a non-exclusive, royalty free licence to use the Company’s name and logo for use on the Website and its own marketing and promotional purposes. Except where the Company has opted out on the Website, the Company agrees to be the subject of a testimonial written by iDeal about the Website. iDeal shall not publish the testimonial without the Company’s consent, such consent not to be unreasonably withheld or delayed. Representations and Warranties The Company represents and warrants that on an on-going basis whilst the Company has a Listing, as if repeated by reference to the facts and circumstances subsisting from time to time: 5.1.1 the Company is properly registered and validly existing [in England and Wales]; 5.1.2 the information it provides for the Listing shall at all times be true and accurate in all respects and not misleading, whether by omission or otherwise, and where appropriate, will contain all information and expressions of opinion necessary for legal or regulatory purposes and all such opinions will be honestly held and made after due and careful consideration and there are no facts known, the omission of which would make any such statements or expressions misleading; 5.1.3 the Company will only use the Website in connection with the subscription of new shares, securities, bonds or convertible instruments and will not use the Website in connection with the sale of existing shares or securities; 5.1.4 it has all necessary authority, approvals, licences and consents which are necessary or desirable to advertise the Listing and distribute any content and material to Institutional Investors or other parties; and 5.1.5 neither the Company nor any member of its group has taken any action, nor have any other steps been taken or legal proceedings started or, so far as the Company and its directors are aware (having made reasonable enquiries), threatened against the Company nor any member of the group for its administration, winding-up or dissolution, or for the Company or any member of its group to enter into any arrangement or composition for the benefit of creditors, or for the appointment of an administrative receiver, administrator, receiver, trustee or similar officer in respect of the Company or any member of its group or of any of its interests, properties, revenues or assets, nor have any orders been made for any of the foregoing, the Company provides these Warranties to, and may be relied on and enforced by, iDeal [and the Institutional Investor with the consent of iDeal in its absolute discretion]. Each Warranty shall be interpreted as separate and independent and shall be without prejudice to any other Warranty. The Company undertakes immediately to notify iDeal in writing if it comes to its knowledge at any time whilst the Company has a Listing that any of the Warranties was, when given, untrue, inaccurate or misleading or that any of the Warranties has or may become untrue, inaccurate or misleading whilst the Company has a Listing as if repeated by reference to facts or circumstances subsisting from time to time. If, at any time whilst the Company has a Listing, iDeal receives notification pursuant to clause 5.3 or otherwise becomes aware of any fact or circumstance which constitutes or may constitute a breach of any of the Warranties or which would indicate that any of the Warranties has become or may become untrue, inaccurate or misleading by reference to facts or circumstances from time to time subsisting, iDeal may (without prejudice to any further rights under this agreement) require the Company at its own expense to make or cause to be made such announcement and/or despatch such communication as iDeal shall consider necessary. iDeal’s terms iDeal does not guarantee that the Company will receive any, or any particular level of enquiries, interest or investment pursuant to this agreement. iDeal does not warrant, represent or guarantee that an Institutional Investor which applies to be put on an insider list has the authority, licences and consents necessary to invest in the Company and the Company must make its own investigations and obtain its own comfort on this issue. The Company acknowledges that iDeal’s role is to facilitate the creation and advertising of the Listing. The Company agrees that subject to clause 9.1, and except where iDeal is in breach of its obligations under this agreement, iDeal shall not be liable to the Company for any claims, liabilities or losses arising out of or in connection with the Listing. iDeal gives no guarantee as to the availability of the Website and may temporarily suspend access to the Website for any reason without prior notice. The Company hereby acknowledges and agrees that iDeal shall be under no duty to disclose to the Company or use for its benefit anything that may come to the attention of iDeal or any person or company affiliated with iDeal in the course of rendering similar services to other customers, whether or not iDeal or any company or person affiliated with iDeal is involved in providing services to the Company. iDeal does not represent that any materials on the Website (including the information included as part of a Listing) are appropriate or available for use in any particular location. The Company should inform itself as to the possible tax consequences, the legal and regulatory requirements and any foreign exchange restrictions or exchange control requirements which it may encounter under the laws of the country of its incorporation or domicile or under the laws of the country of the Institutional Investors’ citizenship, residence or domicile and which might be relevant to accessing the Website or a Listing or the subsequent holding or disposal of any investment in the Company The Company shall not export, directly or indirectly, any technical data acquired from iDeal under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. The Company undertakes: contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and if requested, to provide iDeal with any reasonable assistance, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. Regulation Any services provided by iDeal pursuant to this agreement may be, to the extent relevant to such services, subject to the rules, regulations, requirements, practices and guidelines of regulators, both in the United Kingdom and elsewhere, for the time being in force, including, but not limited to, the FCA, Exchange, ISDX, GXG and the Takeovers Panel, including; the FCA Handbook as published by the FCA including, but not limited to, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules and the Code of Market Conduct (together the “FCA Rules”); the AIM Rules; the ISDX Rules; the GXG Rules; the Rules of the Exchange; the Takeover Code; and all other applicable law and regulations of the United Kingdom and elsewhere, including, but not limited to, the Companies Act 2006, the Criminal Justice Act 1993 and the FSMA, and the Company agrees and accepts that the obligations of iDeal to it will not restrict the freedom of iDeal to take all steps which iDeal considers to be necessary or desirable to comply with all such rules, regulations, requirements, practices, guidelines and law (together the "Applicable Regulations"). The Company confirms and undertakes that it will abide by all Applicable Regulations and procure that its directors, officers, employees, servants and agents abide by all such Applicable Regulations. The Company confirms and undertakes that it will comply with the terms of any such authorisations, consents, approvals and authorities referred to in clause 5.1.4 and procures that the same will remain in full force and effect. The Company acknowledges and accepts that iDeal may be required by the Applicable Regulations or by regulatory agencies and authorities to disclose information and deliver documents relating to the Company and/or its directors in relation to this agreement to the Exchange, the FCA, other governmental or regulatory bodies. The Company expressly authorises any such disclosure or delivery. The Company undertakes to obtain appropriate advice (including legal advice) in respect of all laws and regulations which may be applicable to it in the United Kingdom or any other jurisdiction in connection with the Listing and the Website and to follow such advice. The Company acknowledges that iDeal is not responsible for providing any legal advice or other advice to the Company in respect of any Applicable Regulations. Fees and Payment In consideration for permitting the Company to create the Account, use the Website and the opportunity to upload the Listing, the Company shall pay to iDeal the Subscription Fees from time to time. iDeal may contact the Company in the final month of any period which the Subscription Fees cover and take payment for the subsequent period. The Subscription Fees are exclusive of VAT, which will be added to the fees at the appropriate rate and payable by the Company. Without prejudice to any other rights iDeal may have, if the Company fails to pay iDeal in accordance with this clause 8, iDeal may suspend access to the Website and the Account until payment has been made in full. Liability Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Nothing in this agreement in any way excludes or limits either party’s liability for: negligence causing death or personal injury, fraudulent misrepresentation, fraud or for any liability which may not legally be excluded or limited. Subject to clause 9.1, the aggregate liability of iDeal to the Company in respect of any cost, loss, damage, claim and expenses suffered or incurred directly or indirectly under or in connection with its breach of this agreement shall be limited to the Subscription Fees paid to iDeal in the twelve (12) months preceding the act or omission complained of. Subject to clause 9.1, iDeal shall not be liable for: any defects or errors in the Website; the accuracy, completeness or legality of any data, content or other information provided by the Institutional Investor; interruptions in or unavailability of the Website; or any breach of any obligations due to a cause beyond iDeal’s reasonable control. iDeal shall not be liable for any loss, damage or distress arising from accessing the Website, reliance on information or reliance on availability of the Website; loss of business, customers or profits; or indirect, consequential or economic loss, damage or distress (including any such loss, damage or distress arising from unauthorised use of or damage to data or content uploaded by the Listed Company), which the Company suffers in relation to this agreement, or use of the Website. Both parties exclude all terms that are not expressly stated in this agreement, including, but not limited to, any implied warranties as to quality, fitness for purpose or ability to achieve a particular result. Indemnity The Company undertakes with iDeal for itself its successors, assigns, parent, subsidiaries and affiliates, and its directors, officers, employees, and agents (each being a “Relevant Person”) to hold each Relevant Person fully and effectively indemnified from and against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 10.1 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) and which in any such case arises, directly or indirectly, out of or is attributable to or would not have arisen but for the actions or inactions of the Company, or as a result of iDeal being a party to this agreement unless and to the extent that the same is finally determined by a court of competent jurisdiction to have resulted from the gross negligence, wilful default or fraud of iDeal or any material breach by iDeal of its obligations under this agreement or any material breach by any Relevant Person of any obligations under the rules set out in the FCA Handbook or the regulatory system to which such Relevant Person is subject to under FSMA (as determined by the appropriate regulatory authority). The Company shall further indemnify and hold harmless each Relevant Person against all losses, claims, expenses, damages, liabilities, actions, demands, proceedings and judgements made, brought or threatened against any Relevant Person (whether or not successful, compromised or settled) in any jurisdiction by any person, governmental agency or regulatory body whatsoever and against all liabilities, losses, damages, charges, costs and expenses which any Relevant Person may pay, suffer or incur (including, but not limited to, those paid, suffered or incurred in investigating, responding to and/or disputing and/or appealing against any claim, action or demand and/or in establishing its right to be indemnified pursuant to this clause 10.2 and seeking advice in respect of any of the same and whether or not resulting in liability on the part of iDeal or such other Relevant Person) arising out of the breach by the Company of this agreement. iDeal shall have the sole right to control the defence and settlement of any such claim save that iDeal shall consult with the Company (so far as it reasonably can) prior to any settlement. The Company agrees to provide reasonable assistance to iDeal at the Company’s expense in the defence of same. The Company agrees that it will not, without the prior written consent of iDeal settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in respect of which indemnification may be sought under this clause 10 (whether or not iDeal is an actual or potential party to such claim) unless such settlement, compromise or consent includes an unconditional release of iDeal from all liabilities arising out of such claim. Each Relevant Person shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against the Company under clause 10 of this agreement notwithstanding that such Relevant Person is not a party to this agreement provided that such Relevant Person must obtain the written consent of iDeal before it may bring proceedings to enforce the terms of clause 10 and, save to the extent notified in writing by iDeal to the relevant Relevant Person, iDeal (without obligation) shall have the sole conduct of any such action on behalf of any Relevant Person and iDeal and the Company agree that this agreement may be amended by the parties hereto without the consent of any such Relevant Person. The indemnities set out in this agreement shall survive the termination of this agreement and shall be in addition to and not be construed to limit, affect or prejudice any other right or remedy available to iDeal or any Relevant Person and any such indemnities shall be enforceable by it only to the extent that such enforcement is not prohibited under the rules of the FCA Handbook. All sums payable under the indemnities in clause 10 shall be paid free and clear of all deductions or withholdings save as may be required by law. Should any amount paid or payable under this clause 10 to iDeal or any of the Relevant Persons be itself subject to tax in the hands of the recipient or be required to be paid under any deduction or withholding, the Company shall pay such sum as will after any such tax, deduction or withholding leave the recipient with the same amount as he would have had if no such tax had been payable and no deduction or withholding had been made, and such payments and adjustments shall be made as may be necessary to give effect to this clause 10.6. Termination and Suspension iDeal may at any time whether with or without cause and with notice immediately suspend the Account including removal of all Listings; and/or terminate this agreement. The Company may terminate this agreement at any time by giving at least three (3) months’ notice to iDeal. Upon termination of this agreement for any reason: accrued rights and liabilities will be unaffected; the Account shall be deleted; all Listings shall be removed from the Website; and all clauses which are expressed or clearly intended to survive termination including, clause 5 (Representations and Warranties) and clause 10 (Indemnity) together with any other provision necessary for the interpretation or enforcement of this agreement shall survive. Intellectual Property Rights iDeal is the owner or licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. The Company may print off one copy, and may download extracts of any page(s) from the Website for internal business purposes only. Except for content uploaded by the Company, the Company must not modify the paper or digital copies of any materials which the Company has printed off or downloaded in any way, and the Company must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. iDeal’s status (and that of any identified contributors) as author of the content on the Website must always be acknowledged, which for the purposes of this agreement is distinguished from the content and material uploaded by the Company onto the Website. Except for content uploaded by the Company, the Company must not use any part of the Website for commercial purposes without obtaining a licence to do so from iDeal or its licensors. If the Company prints off, copies or downloads any part of the Website in breach of this agreement, iDeal may terminate this agreement and the Company must, at the option of iDeal, return or destroy any copies of the materials the Company has made. Confidentiality The Company shall keep in confidence any information in any form (including oral) of a confidential nature obtained in connection with this agreement and the Website and shall not without our prior written consent use that information other than for the purposes of this agreement or disclose it to any person. This clause shall not apply to information that: becomes public knowledge or has been published other than through a breach of this agreement; is lawfully in the possession of the recipient before the disclosure took place; is obtained from a third party who is free to disclose it; or a party is requested to disclose and, if it did not, could be required by law or regulation or competent authority to do so. The Company acknowledges the right of iDeal to retain copies of any documentation belonging to the Company. Privacy notice The Company agrees that iDeal may use personal data of the Company in accordance with iDeal’s privacy policy, which can be found at www.[i-deal].com. Viruses iDeal does not guarantee that the Website will be secure or free from bugs or viruses. The Company is responsible for configuring its information technology in order to access the Website and must use virus protection software. The Company shall not: misuse the Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website; nor attack the Website via a denial-of-service attack or a distributed denial-of service attack. Links The Company may link to the home page of the Website, provided it does so in a way that is fair and legal and does not damage the reputation nor take advantage of iDeal. The Company shall not establish a link: in such a way as to suggest any form of association with, approval or endorsement by iDeal where none exists; or to the Website in any website that is not owned by the Company. The Website must not be framed on any other site, nor may the Company create a link to any part of the Website other than the home page. Where the Website contains links to other sites and resources provided by third parties, these links are provided for information only and the Company acknowledges that iDeal has no control over the contents of those sites or resources. Notices Any notice or other information required or authorised by this agreement to be given by any party may be by email (provided that the email has not been returned). Any notice or other information given by email where such email has not been returned shall be deemed to have been given at time the email is sent. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. General The Company agrees promptly to provide to iDeal all information reasonably requested by it in order to enable it to verify compliance with the terms of this agreement. The Company authorises iDeal to make such enquiries and obtain such references as it may consider necessary to fulfil its statutory obligations under the UK Money Laundering legislation or under FCA Rules. The Company also authorises iDeal to make such further enquiries as it may from time to time consider necessary. This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties. Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded. Neither party is liable for breach of this agreement if the failure or delay is caused by any circumstances beyond the party’s reasonable control. Unless otherwise stated in this agreement, no amendment or variation of this agreement shall be effective unless in writing or posted on the Website (not email), expressed to be an amendment to this agreement and signed or consented to by a duly authorised representative of each of the parties. The Company shall not assign the whole or any part of its rights or obligations under this agreement without the prior written consent of iDeal. The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects. Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999. This agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the Courts of England and Wales, provided that nothing contained in this clause shall be taken to have limited the right of iDeal to proceed in the courts of any other competent jurisdiction. © 2015 iDeal. All rights reserved.