BConnectClub TERMS AND CONDITIONS FOR CORPORATE AND INDIVIDUAL ADVISORS (MEMBERS)
(1) The Corporate Members or Individual Advisors are such organizations, corporate entities or professional persons which subscribe to BConnect Limited ("Corporate Member" or “Individual Advisor”and together are called “Members”)
(2) BConnect Limited is a company registered in England under registration no. 10738388 (the "Club") each a “Party” and together the “Parties”.
1.1 BConnectClub (BCB) is a digital platform for high net worth individuals and their family offices, and the industries and people which serve them who have subscribed to join the Club ("Members").
1.2 Each Member is in business to facilitate investments or projects between or for HNW individuals or their family offices or is in business as a provider of products and/or services to HNW individuals or or any organisation or entity to which it is connected.
1.3 The Member accepts that by subscribing it agrees to these terms and conditions and that it is entering into a contract with the Club.
1.4 This Agreement may change from time to time in accordance with Clause 14 below.
2.1 "Aims and Objectives of the Club" are to facilitate connecting HNW individuals and their family offices to Members, and Members with their colleagues and network, to promote the news, views, products and services of our Members using the functionality on the digital platform
2.2 "Event Access Member" (‘EAM’) is an individual member who has had his or her Net Wealth verified by a Professional to be in excess of £5m.
2.3 "Subscription" means the membership fee payable by the Member as set out in Clause 6 below.
2.4 “Member’s Profile” means an entry in the Corporate or Individual Member’s Directory which includes the ability to post content on their profile, which will feature on the Homepage and which can be shared with their colleagues and personal network details of which can be uploaded onto their personal, private profile.
2.5 “Engagement Terms for UHNW Deals Channel” are the terms of engagement of any Member which is in business to promote or facilitate the making of investments or projects through the UHNW Deals Channel. The terms need to be agreed before a UHNW Individual Member is permitted entry to the UHNW Deals Channel. At no time will the Club engage in arranging investments and the terms of this document shall be included in this agreement.
2.6 "BConnectClub" or “BCB”means the digital platform for HNW individuals and their family offices where Members can promote their services and products to HNW individuals and their family offices, to each other and to their colleagues and with personal network using the social media functionality
2.7 "Homepage" means the homepage where news, views, services and products of Members will feature which can be filtered by a Member or UHNW individual or their family office to the Members they are ‘following’ or to their preferences.
2.8 “Introducer’s Fee” means the fee as set out in Clause 7 payable by any Investor or Member for a successful Investment or Project through a connection made by the Company, Deal Access Member or any other person or organisation to whom they are connected.
2.9 "Deal Access Member" is a member who has had his or her Net Wealth verified by a Professional to be in excess of £100m.
2.10 "Net Wealth" is the value of an UHNW individual which wishes to be an ‘Event Access Member’(EAM) or a ‘Deal Access Member’(DAM) net estate including the value of the Member’s spouse's estate and the value of any trust or foundation set up by the Member, or of the Member as the primary beneficiary or that part of the trust fund to which the Member is a primary beneficiary after deducting any debts, loans, guarantees or obligations.
2.11 “Network” is the personal contact details of a Member uploaded onto their Profile which can include the contact details of other professional contacts, business colleagues and clients.
2.12 “Professional” means a lawyer, accountant, private banker or investment manager in business with a recognized and established institution.
2.13 "Term" means the term of this Agreement as agreed and any subsequent renewal period.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on the date when the subscription is paid and shall continue for as long as the subscription continues to be paid in accordance with these terms and conditions.
3.2 The Club reserves the right to terminate the membership of any Member without reason upon reasonable notice and shall return such subscription fees as may be paid after such termination.
3.3 Members whose membership has been terminated in accordance with Clause 3.2 above may not reapply as a Member without the prior consent of the Club, such consent not to be unreasonably withheld, delayed or conditioned.
3.4 In the event of termination, the Club shall:
3.4.1 cease to use the Corporate Member's Mark or refer to the Corporate Member on BCB or in any other materials it may publish or distribute; and
3.4.2 return to the Corporate Member all of the property of the Corporate member in its possession or control.
3.5 Expiry or termination of this Agreement shall be without prejudice to any rights which have accrued to either of the Parties under this Agreement.
3.6 The provisions of Clauses 1, 2, 3, 7, 9, 12, 17 and 19 shall survive termination or expiry of this Agreement.
4. OBLIGATIONS OF THE CLUB
4.1 In consideration of payment of the Subscription in accordance with this agreement the Club will provide the Member with a Member’s Profile
4.2 In rendering its obligations under this Agreement, without limiting other applicable performance warranties the Club represents, warrants and undertakes to the Member as follows:
4.2.1 the Club is correctly incorporated or otherwise established in the territory of its incorporation, is not subject to any insolvency or analogous event and is qualified to carry on the business through which it is providing BCB;
4.2.2 the Club shall secure or has secured all authorizations, permissions, licenses, regulatory approvals, registrations and consents required to provide BCB including, without limitation, registration with the appropriate taxing authorities for remittance of taxes;
4.2.3 it shall perform all its obligations under this Agreement with all due skill and care and in a timely and professional manner;
4.2.4 it shall use best endeavors to ensure no Member post any information on BCB which is offensive, threatening, abusive, discriminatory, obscene, pornographic, false, libelous, defamatory, unreliable, misleading or likely to damage the reputation of any other Member, EAM or DAM or any other third party;
4.2.5 all software used in the provision of BCB will be currently supported versions, defect and error free in all material respects and will perform in accordance with its specifications;
4.2.6 it shall ensure that the provision and use of BCB by the Members do not and shall not infringe the intellectual property rights of any third party;
4.2.7 it shall use its best endeavors to ensure that the Member's Profile, is made available to other Members and to any EAM and DAM according to the Agreement and type of Member Profile.
4.2.8 it shall monitor BCB during working hours on an hourly basis and promptly shall not approve or remove: (i) any non-compliant materials posted to BCB; and (ii) any links from BCB to non-compliant materials; and
4.2.9 it shall notify the Member immediately in the event it becomes aware of any infringement or potential infringement of the intellectual property rights or any other rights of the Member or its Affiliates.
5. OBLIGATIONS OF THE MEMBER
5.1 The Member shall provide to the Club a Member’s Profile as agreed and in the format prescribed by the Club for publication by the Club in the Member’s Directory as relevant.
5.2 The Member may make available on its Member’s Profile its marketing material in the format prescribed by the Club. Such marketing materials can be from existing published material of the Member or written specifically for the Member’s Profile.
6.1 The Subscription shall be the monthly fee price to be paid for the Member’s Profile and shall be payable immediately and thereafter monthly by every Member unless otherwise agreed. The fee for a Corporate Member shall include such entries on the Individual Advisers Directory as is agreed, if it wishes to promote more Individual Advisers it shall pay for such each Individual Advisers profile as it shall require in addition.
6.2 The Company reserves the right to increase the monthly subscription on one month’s notice
7 Investment promotion FEE and Commission
7.1 A Member with an investment to promote may promote the investment type on the UHNW Deal Channel to our Deal Access Members for a fee to be agreed between the Club and the Member. The investment promotion will not be sufficiently detailed to identify the investment or project, but shall be used as a teaser. The Member agrees to the Engagement Terms of the UHNW Deal Channel and the Commission in this Clause.
7.2 For the purposes of this Clause an "Investment" or “Project” shall mean any form of investment; direct, debt, pooled, real estate and alternative and shall include a project which the Club agrees to promote on its UHNW Deal Channel.
7.3 For the purposes of this Clause, "Commission" shall mean the fee payable to the Club as shall be agreed by the Club with the Member on a case by case basis, such fee shall be payable within fourteen days of the agreement by a Deal Access Member to invest or such other date as shall be agreed in writing between the parties.
7.4 The Member and Investor shall provide the Club with a copy of any documentation effecting the Investment or Project on or before the payment of any Commission and if any documentation is the subject of a Non-Disclosure Agreement or Privacy restrictions surviving beyond the Investment or Project such documentation as may reveal the value of the Investment made or Project entered into which discloses the financial terms of the Agreement but not the details which may be confidential.
7.5 The Club is not a financial services provider and acts only as an introducer and not an arranger of Investments or Projects
8.1 The Member must confirm to the satisfaction of the Club that it has suitable services and/or products for the ultra-high net worth community or the organizations to which they are connected.
8.2 A Member may have more than one Member’s Profiles, and more than one Corporate Member profile for different jurisdictions or departments, to encourage cross referral of business across its organization
9.1 The Club undertakes not to divulge or use any contact details of any Member, correspondence, pictures, notices, opinions or any other information provided by the Member other than for publication on BCB to any other third party without the prior consent of such Member.
9.2 For the purposes of this Clause, the term "Confidential Information" shall mean this Agreement and all proprietary information, data, trade secrets, business information and other information of any kind whatsoever which: (a) a Party ("Discloser") discloses, in writing, orally or visually, to the other Party ("Recipient") or to which Recipient obtains access in connection with the negotiation and performance of this Agreement; and (b) which relates to: (i) the Discloser; (ii) in the case of Member, its Affiliates, customers and employees, or (iii) third-party vendors or licensors who have made confidential or proprietary information available to the Member. Confidential Information shall include Customer Information, as described below.
9.3 The Club acknowledges that the Member has a responsibility to keep information about its clients strictly confidential. The Club shall not disclose or use Member information other than to carry out the purposes for which the Member disclosed such information to the Club.
9.5 The Club shall not contact any person in the network of any Member neither shall the Club make available or disclose to any person for any reason whatsoever any such contacts or contact details and this information shall come within the definition of Member Information above
9.6 Upon the termination or expiration of this Agreement, or at any time upon the request of the Member, the Club shall return all Member Information, in the possession of the Club or in the possession of any third party over which the Club has or may exercise control.
9.7 With the exception of the obligations relating to Member Information the obligations of confidentiality in this Clause shall not apply to any information which a Party rightfully has in its possession when disclosed to it by the other Party, information which a Party independently develops, information which is or becomes known to the public other than by breach of this Clause or information rightfully received by a Party from a third party without the obligation of confidentiality.
9.8 Neither Party shall issue any media releases, public announcements and public disclosures, relating to this Agreement, including circumstances surrounding its termination or expiry, or use the name or logo of the other Party other than as set out in this Agreement without the agreement of the other Party, including, without limitation, promotional or marketing material, but not including any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the releasing Party. Without prejudice to the generality of the foregoing and for the avoidance of doubt, nothing in this Agreement shall prevent the Club from identifying the Member as a member of the Club during the Term of this Agreement.
9.9 Upon termination or expiration of this Agreement, or at the Member’s request at any time during the Term of this Agreement, the Club shall return to the Member, within five (5) working days of such request, a copy of all Member’s Information then stored or held by the Club, including archival or history files in a format reasonably satisfactory to the Member. Subject to the foregoing, within ten (10) working days after termination or expiration of this Agreement, the Club shall return to the Member or, with the Member’s prior written consent, shall destroy all Member’s Information in the possession or under the direct or indirect control of the Club and certify in writing to the Member that all such Member’s Information has been destroyed.
10 HONESTY AND ACCURACY, INTELLECTUAL PROPERTY RIGHTS
10.1 The Member undertakes to provide honest and accurate information concerning its business to the Club and on its Member's Profile.
10.2 The Member is responsible for everything which it does on or through BCB.
10.3 The Member undertakes not to use BCB to abuse, discriminate, threaten, harass or communicate offensive messages or images to a Member or other Corporate Members.
10.4 The Corporate Member hereby grants the Company a non-transferable, non-exclusive, royalty-free, limited license to use the Corporate Member's Mark during the Term in order to advertise and promote the Corporate Member's affiliation with the Company on BCB. Any further use of the Member's Mark or name in any other forms of media requires the prior written consent of the Member.
10.5 The Member's Mark and name is the property of the Member and shall be used only in its entirety and in the exact form, style and type prescribed by the Member. The Member's Mark is and shall remain the exclusive property of the Member. The Club shall not obtain or attempt to obtain any right, title, or interest in or to the Member's Mark.
11 MUTUAL REPRESENTATIONS AND WARRANTIES
11.1 Each Party represents and warrants the following:
11.1.1 the Party's execution, delivery and performance of this Agreement: (i) has been authorized by all necessary corporate actions; (ii) does not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be subject; and (iii) is not subject to the consent or approval of any third party;
11.1.2 this Agreement is the valid and binding obligation of that Party, enforceable against such Party in accordance with its terms; and
11.1.3 such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party's performance of its obligations under this Agreement.
12. LIMITATION OF LIABILITY
12.1 The Club is not responsible for the accuracy of the financial circumstances of any Individual Member, or any material posted on the Member Profiles.
12.2 The Club is not responsible for the divulgence of any information by a Member in breach of Clause 9.4 above.
12.3 The Members of the Club use BCB entirely at their own risk.
12.4 To the extent that the law permits, the Member releases the Club and its directors, contractors and employees from all liability (including in relation to disputes with EAM or DAM’s and/or Members) arising out of any use of BCB and the material on BCB
12.5 The Member must ensure that any information it places on its Member's Profile is material:
12.5.1 which it is entitled to disclose;
12.5.2 which the Club can publish in accordance with the terms and conditions of this Agreement;
12.5.3 which is non-exclusive, royalty free, and not subject to a non-terminable license to copy, modify, distribute, show in public and creative derivative works from that material in any form, anywhere in accordance with the terms and conditions of this Agreement; and
12.5.4 which the Club is authorized to adapt for the purposes of promotion.
12.6 The Club will not be liable to the Member for any loss not reasonably foreseeable by the Club when the Agreement commences, or for any indirect or consequential loss or damage, including loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise). Neither Party shall be liable for any failure to perform its obligations under the Agreement caused by matters beyond its reasonable control.
12.7 Subject to Clause 12.8 and without limiting the provisions of Clause 12.6 the aggregate liability of each Party under this Agreement (whether arising in negligence or otherwise) will not under any circumstances exceed an amount equal to:
12.7.1 the Subscription Fees paid since termination, or since the time the liability arises; or
12.7.2 the sums paid by the Member under this Agreement during the period prior to the date when the liability arose, whichever is the lesser.
12.8 Nothing in this Agreement limits either Party’s liability for death or personal injury resulting from its negligence, or any other liability which may not by law be excluded. Any statutory rights the Members, spouses or the Member may have as a consumer remain unaffected.
13.1 The Club reserves the right to assign this Agreement and to assign or subcontract any or all of its rights and obligations under this Agreement.
13.2 The Member may not without the written consent of the Company assign or dispose of this Agreement save that the Member may assign any of its rights and obligations under this Agreement to any of its Affiliates, the surviving corporation with or into which the Member or such assignee may merge or consolidate or an entity to which the Member or such assignee transfers all, or substantially all, of its business and assets.
14. ENTIRE AGREEMENT
14.2 The Terms and Conditions of this Agreement replace all earlier agreements and understandings with the Member, except for any fraud or fraudulent representation by either Party.
14.3 Subject to Clause 13.2, a person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
15.1 The Club reserves the right to amend, vary or change any of the terms and conditions of this Agreement with the Members from time to time.
15.2 The Club will notify all Members, of the amendment, variation or change of any of the terms and conditions of this Agreement on the Homepage and post the new terms and conditions of this Agreement there.
15.3 This Agreement and any new version of it in the future shall subject to 15.4 take immediate effect
15.4 If the Member serves notice on the Club of his/her objection to the amendments variation or changes to this Agreement within fourteen days of the new Agreement taking effect they can be bound by the previous Terms and Conditions until:
15.4.1 the termination of this Agreement; or
15.4.2 fourteen days after the date when the new version is posted.
16.1 In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision the remainder of this Agreement shall remain valid and enforceable.
17. DISPUTE RESOLUTION
17.1 If any dispute arises in connection with this Agreement, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
18 RELATIONSHIP OF THE PARTIES
18.1 The Parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the Parties under this Agreement shall be deemed to create an agency, partnership, employment or joint venture relationship between the Parties or any of their Affiliates, subcontractors or representatives for any purpose.
19.1 This Agreement and all matters or disputes arising from or connected with it, whether such matters are contractual or non-contractual in nature (such as claims in tort, for breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of England and Wales.