Investor Agreement – MICAP - MI Capital Research

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Investor Agreement Adopted January 2015 We are MI Capital Research Limited, incorporated and registered in England and Wales with company number 08634361 whose registered office is at Halford Chambers, 1-3 Halford Road, Richmond, London TW10 6AW (“we” “us” “our”). You are an experienced private individual investor and your name is set out in associated Purchase Orders (“you” “your”). You are a high net worth individual or sophisticated investor and have certified as such to us. You want to research products and services of investment providers, who specialise in EIS, SEIS, BPR and VCT investments (“Products”) and after making enquiries of the data we hold in our website, you may decide to subscribe for investments separately. Our website, “MICAP”, allows you to access Products and allows you to undertake research and produce reports from MICAP about the suitability and appropriateness of the Products and services of providers based upon the information they have supplied to MICAP. This agreement sets out the terms on which we will allow you to access MICAP data. Your access to MICAP will commence on the day you register and create your logon credentials (user ID and password). We may terminate your access to MICAP at any time if you breach the terms of this Agreement or otherwise. You will pay the Fees set out in Purchase Orders and for any other additional services and products you purchase from us. We may amend our Fees by giving you one months’ notice in writing. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing. You may purchase additional services and products from us apart from those set out in Purchase Orders, if you do so we will provide you with a quote in the form of a Purchase order to you by email ahead of providing the services. You will accept additional services by printing, signing, scanning the signed Purchase order and emailing it back to us. Purchase Orders incorporate these terms and conditions as if laid out in them. We will provide you with access to and use of MICAP to enable you to review and compare Products. You may also produce reports for your files that evidence your reasoning about why you believe Products are suitable and appropriate for you. You may not share reports from MICAP with any third party. You will use your skill and judgement to analyse and compare Products and decide which ones are suitable and appropriate for you. We provide no advice about Products. You acknowledge that providers of Products provide Product data and that we rely on them for the accuracy of the data about Products. You acknowledge we rely on providers of Products to maintain data about Products accurately and that we accept no liability for the inaccuracy of any Product data. You must keep your login credentials for MICAP secret and confidential. We will not be liable for misuse of your login credentials unless we have caused them to become public. You indemnify us against all loss, cost, charges (including legal fees) and damage we suffer if you allow any third party to use your login credentials for access MICAP and they use chargeable services and produce reports. You will not use MICAP for any purpose other than those identified in this Agreement. In particular, you will not enter any information for any purpose contrary to law and/or regulation which includes but is not limited to uploading viruses, interfering with users or other persons using MICAP, entering pornographic, racist or comments that incite religious hatred or violence into MICAP. We will provide MICAP and any additional services to you with reasonable care and skill. If we cannot perform services by the date we agree with you, we will arrange a new date and time for delivery. Except by use of the report writing and other tools provided on MICAP, which you are licensed to use, you are not permitted to copy or reproduce any materials or content from MICAP without our express written permission. You must not “scrape” content from our website. You must not download content from MICAP for redisplay to the public. We may reuse data you enter into MICAP that is not identified by you as confidential. We try to provide MICAP continuously but there may be times when it is unavailable for planned and unplanned maintenance and service. Neither you nor we exclude or limit liability to the other for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any matter in respect of which it would be unlawful for the parties to exclude liability for respectively. Subject to clause 17, we shall not in any circumstances be liable whether in contract (by way of indemnity or otherwise), tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any consequential or indirect loss or damage; nor (b) loss of profits, business, business opportunities, revenue, turnover, reputation, goodwill, loss or corruption of data or information, anticipated savings or wasted expenditure (including management time) (all however so arising); nor (c) any loss or liability (whether direct or indirect) under or in relation to any other contract. Subject to clause 17, our total aggregate liability in contract (by way of indemnity or otherwise), tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £100. A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third parties) Act 1999. You may not assign any of the rights you have under this Agreement or this Agreement itself. The exclusions and limitations in this Agreement apply only to the extent that they are permitted by law. This Agreement, terms of use of our Website, privacy policy, Cookie policy and any Purchase Orders constitute the whole and entire agreement between you and us. The Agreement is governed by the laws and England and Wales and you and we both submit to the exclusive jurisdiction of the English Courts in respect of all disputes that arise between you and us.
The MICAP Impact Assessment process is based on the Manager’s answers to our Impact Assessment Questionnaire, which may not be verified or audited by MICAP. The resultant MICAP Impact Scores should not be taken as financial advice or a complete and comprehensive analysis of the risks of investing in the investment, which are usually set out in the Information Memorandum, Prospectus or Brochure supplied by the Investment Manager. Alternative and unquoted investments are inherently high risk and invested capital is at risk. Tax ramifications may vary depending on the investor's personal circumstances. MI Capital Research Ltd is an Appointed Representative of Thornbridge Investment Management LLP (FRN: 713859), which is authorised and regulated by the Financial Conduct Authority.

Adopted January 2015

We are MI Capital Research Limited, incorporated and registered in England and Wales with company number 08634361 whose registered office is at Halford Chambers, 1-3 Halford Road, Richmond, London TW10 6AW (“we” “us” “our”). You are an experienced private individual investor and your name is set out in associated Purchase Orders (“you” “your”).

You are a high net worth individual or sophisticated investor and have certified as such to us. You want to research products and services of investment providers, who specialise in EIS, SEIS, BPR and VCT investments (“Products”) and after making enquiries of the data we hold in our website, you may decide to subscribe for investments separately.

Our website, “MICAP”, allows you to access Products and allows you to undertake research and produce reports from MICAP about the suitability and appropriateness of the Products and services of providers based upon the information they have supplied to MICAP.

This agreement sets out the terms on which we will allow you to access MICAP data.

Your access to MICAP will commence on the day you register and create your logon credentials (user ID and password). We may terminate your access to MICAP at any time if you breach the terms of this Agreement or otherwise.

You will pay the Fees set out in Purchase Orders and for any other additional services and products you purchase from us. We may amend our Fees by giving you one months’ notice in writing. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing.

You may purchase additional services and products from us apart from those set out in Purchase Orders, if you do so we will provide you with a quote in the form of a Purchase order to you by email ahead of providing the services. You will accept additional services by printing, signing, scanning the signed Purchase order and emailing it back to us. Purchase Orders incorporate these terms and conditions as if laid out in them.

We will provide you with access to and use of MICAP to enable you to review and compare Products. You may also produce reports for your files that evidence your reasoning about why you believe Products are suitable and appropriate for you. You may not share reports from MICAP with any third party.

You will use your skill and judgement to analyse and compare Products and decide which ones are suitable and appropriate for you. We provide no advice about Products.

You acknowledge that providers of Products provide Product data and that we rely on them for the accuracy of the data about Products. You acknowledge we rely on providers of Products to maintain data about Products accurately and that we accept no liability for the inaccuracy of any Product data.

You must keep your login credentials for MICAP secret and confidential. We will not be liable for misuse of your login credentials unless we have caused them to become public. You indemnify us against all loss, cost, charges (including legal fees) and damage we suffer if you allow any third party to use your login credentials for access MICAP and they use chargeable services and produce reports.

You will not use MICAP for any purpose other than those identified in this Agreement. In particular, you will not enter any information for any purpose contrary to law and/or regulation which includes but is not limited to uploading viruses, interfering with users or other persons using MICAP, entering pornographic, racist or comments that incite religious hatred or violence into MICAP.

We will provide MICAP and any additional services to you with reasonable care and skill. If we cannot perform services by the date we agree with you, we will arrange a new date and time for delivery.

Except by use of the report writing and other tools provided on MICAP, which you are licensed to use, you are not permitted to copy or reproduce any materials or content from MICAP without our express written permission. You must not “scrape” content from our website. You must not download content from MICAP for redisplay to the public.

We may reuse data you enter into MICAP that is not identified by you as confidential.

We try to provide MICAP continuously but there may be times when it is unavailable for planned and unplanned maintenance and service.

Neither you nor we exclude or limit liability to the other for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any matter in respect of which it would be unlawful for the parties to exclude liability for respectively.

Subject to clause 17, we shall not in any circumstances be liable whether in contract (by way of indemnity or otherwise), tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(a) any consequential or indirect loss or damage; nor

(b) loss of profits, business, business opportunities, revenue, turnover, reputation, goodwill, loss or corruption of data or information, anticipated savings or wasted expenditure (including management time) (all however so arising); nor

Subject to clause 17, our total aggregate liability in contract (by way of indemnity or otherwise), tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £100.

A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third parties) Act 1999.

You may not assign any of the rights you have under this Agreement or this Agreement itself.

The exclusions and limitations in this Agreement apply only to the extent that they are permitted by law.

This Agreement, terms of use of our Website, privacy policy, Cookie policy and any Purchase Orders constitute the whole and entire agreement between you and us.

The Agreement is governed by the laws and England and Wales and you and we both submit to the exclusive jurisdiction of the English Courts in respect of all disputes that arise between you and us.