Engagement Terms of UHNW Deal Channel

1 DEFINITIONS

The Definitions in the Terms and Conditions for EAM and DAM Individuals apply to this Agreement

2 The UHNW Deal Channel

2 .1 A Deal Access Member (DAM) may :

(a) view content or information about any Investment or Project on the UHNW Deal Channel;

 (b ) request further information

subject to 3 below.

3 . ACCESS TO AND USE OF THE UHNW DEAL CHANNEL

3 .1 Access to and use of the UHNW Deal Channel by a DAM is subject to these Engagement Terms and the Terms and Conditions for Corporate and Individual Advisors (Members), the Privacy Policy  and HNW EAM and DAM Individuals are a part of this Agreement. If there is any contradiction or ambiguity as between these Engagement Terms and the Terms and Conditions for Members, the HNW EAM and DAM Individuals and Privacy Policy priority shall be given in descending order, as follows, Terms and Conditions for :

(a) Members

(b) this Engagement

(c) HNW EAM and DAM; and

(d) Privacy Policy.

4 . REGISTRATION PROCESS, VERIFICATION OF NET WEALTH AND THE STATEMENT OF HIGH NET WORTH INVESTOR (the Statement)

4 .1 In order to access and use the UHNW Deal Channel, an UHNW individual or its Family Office must

(a) be a Deal Access Member in accordance with the Terms and Conditions for Deal Access Members

(b) sign the Statement (appendix 3)

(c) accept that no Member warrants the suitability of any Investment or Project introduced, facilitated or promoted for Investment to the Deal Access Member on the UHNW Deal Channel, and

(d) confirm that he /she understands and agrees to the matters addressed in the Statement.

5 REGISTERING AN INVESTMENT

5.2 In order to access and use the UHNW Deal Channel, a Member with Investments to promote must

(a) be a Member in accordance with the Terms and Conditions of Members, with a Member’s Directory Profile.

(b) warrant that (i) it is not a person or entity that is designated as a restricted party pursuant to any applicable trade sanctions rules (including but not limited to those imposed by the European Union, the United Kingdom, the United States, Switzerland or any agency or authority thereof) or that it is not resident, permanently located, or incorporated, in any of the countries on the List of Excluded Countries (appendix 1); and (ii) it will not use the UHNW Deal Channel to advertise or sell any Investments on the List of Excluded Investments (appendix 2) or any Investments which fall within one of the categories on the List of Excluded Investments; and

(c) agree to these Engagement Terms.

5.3 The Club reserves the right to refuse to posting an Investment opportunity on its UHNW Deal Channel of a Member for any reason, which it need not disclose, in its absolute discretion.

5.4 A Member shall pay the Club the fee as agreed by the Member with the Club from time to time to promote its Investment or Project

5.5 A Member shall prepare a description of the investment type on offer which describes the investment or project, in accordance with the template provided for this purpose, but must not identify it.

5. 6 Any Investment promoted on the UHNW Deal Channel shall not link to the Member’s Directory Profile. When a request for further information is made the Club will introduce the UHNW Deal Access Member to the Member subject to the approval of the Member and the Member agrees to keep the Club posted as to progress of this enquiry and any subsequent interests in investing.

5.3 The Club reserves the right to reject the Investments or Projects of any Member for any reason in its absolute discretion and will inform the Member accordingly, without disclosing the reason for such rejection.

6 . PURCHASING AN INVESTMENT

6.1 If an UHNW Deal Access Member is interested in a specific Investment or Project on the UHNW Deal Channel the UHNW Deal Access Member can use the notification box to express interest, the Company shall then introduce the UHNW Individual Member (subject to 6.2) to the  Member.

6.2 The UHNW Deal Access Member may ask for an introduction to the Member through BCB and the Club will pass on such request to the Member, who may then decide whether it wants to accept or reject the request.

7 INTRODUCER’S FEE

7.1 The Member and UHNW Deal Access Member shall pay the Club commission in accordance with the agreement with the Club.

8 . INTRODUCER

8 .1 The Club is not a financial advisor or auctioneer.  It is not involved in the transaction between the parties. The Company offers, through its UHNW Deal Channel, a promotional platform where fee paying Members can promote their Investment or Project .

8.2 The UHNW Deal Channel shall not include soliciting or negotiating the Investment or Project on behalf of any Member or providing any UHNW Deal Access Member with any advisory service. More specifically the Company shall not:

(a) provide any financial advisory services including, without limitation, advice on the value of Investments or Projects, the most appropriate approach to the disposal or acquisition of Investments or dealing with Projects, nor shall it assist any party with compliance or regulatory matters;

(b) prepare, or assist in the preparation of an information memorandum or management presentation or undertake or co - ordinate due diligence on behalf of any party;

(c) identify, assess, exchange information with or solicit potential Investors or sellers; or

(d) advise on the Investment or Project process or the structure by which it should take place.

8.3 Both parties are responsible at their own discretion and expense for arranging for the provision of the services of advisers including lawyers, reporting accountants, tax advisers, pension advisers or actuaries, real estate valuers and business restructuring consultants. The Company will not be responsible for the work of such other professional adviser. The fees of these advisers and any other third parties will be the responsibility of each party.

8.4 The Club is not responsible for any arrangements, requirements or any other matters, including without limitation compliance with any applicable legal requirements, relating to the sale, purchase, export, and/or supply of any Investments or Projects.

9. SECURITY

9 .1 An UHNW Deal Access Member using the UHNW Deal Channel must use all reasonable care to ensure that the UHNW Deal Channel (whether actively or passively) is not used by another person in the name of the UHNW Deal Access Member.

9 .2 When accessing the UHNW Investor Channel the DAM must: (i) take all reasonable steps to ensure that none of the information on the UHNW Investor Channel is visible to, or capable of being overlooked by, other persons; (ii) not leave the computer or any other electronic communications device through which the DAM is accessing the UHNW Deal Channel unattended; and (iii) ensure that the DAM logs out of the UHNW DEAL Channel at the end of each session.

9 .3 The DAM must notify the Club immediately if aware of any actual or possible unauthorized use of the UHNW Deal Channel.

9 .4 In the event that a Member or DAM: (i) gains access to areas of the UHNW Deal Channel to which the Member knows or suspects that he or she should not have access (howsoever such a access is gained), he / she must immediately exit such area and inform the Club by sending it a message; or (ii) gains access to or reads any document or information to which he or she knows or suspect that he / she should not have access, he / she must immediately close such document and erase it and all copies of it from their computer or network and inform the Club of the fact of such access by sending an email to the Club.. In either event, he or she shall not divulge the fact of the disclosure nor the information gained therein to any other person or organization save where require d to do so by order of a court, regulatory body or other competent authority.

10. WARRANTIES AND DISCLAIMERS

10.1 While the Club endeavours to ensure that the UHNW Deal Channel is available at all times, it shall not be liable if, for any reason, it or any part of it is unavailable at any time or for any period, the Club may suspend access to the UHNW Deal Channel or any part of it without notice for any reason.

10.2 The Club may make changes to the content on and the functionality of the UHNW Deal Channel at any time without notice.

10.3 While the Club endeavours to ensure that content on the UHNW Club Channel is correct and up to date, it does not warrant the accuracy and completeness of any content on the UHNW Investor Channel and makes no commitment to update any content which may be out of date.

10.4 The Club warrants that the UHNW Deal Channel will be provided with reasonable skill and care.

10.5 Subject to sections 10.4 and 10.9 the Club provides the content on the UHNW Deal Channel 'as is', and without any warranty or representation that the UHNW Deal Channel is free of viruses or any other technically harmful content, or defamatory, offensive or other harmful content; to the extent permitted by applicable law the Club excludes any conditions, warranties or other terms of any kind which might but for these Engagement Terms have effect in relation to the UHNW Deal Channel or would otherwise be implied into or incorporated into these Engagement Terms or any collateral contract, whether by statute, common law or otherwise.

10 .6 The Club makes no representation that content on the UHNW Deal Channel is appropriate or available for use outside the UK. Access to the UHNW Deal Channel from territories where the content on the UHNW Deal Channel is illegal is prohibited.

10 .7 The Club cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of any Member 's purported identity or the validity of the information which it provides to a DAM. DAMs acknowledge that the Club has no control over and does not guarantee the bona fides or ability of any Member to effect the Investment or Project, or that a Member will actually complete a transaction.

10 .8 No information or other material provided by the Club on the UHNW Deal Channel is intended to amount to advice on which reliance should be placed. Information or material posted on the UHNW Deal Channel by the Club on behalf of a Member is the responsibility of such Member. The Club therefore disclaims all liability arising from any reliance placed on such information or material by a DAM or anyone who may be informed of its contents.

10 .9 The warranty in section 10.4 shall not apply if:

(a) a DAM or Member makes or causes to be made any modifications to the UHNW Deal Channel;

(b) the UHNW Deal Channel is used in combination with any software or materials not supplied by the Club and such software or material is the cause of any failure to comply with the relevant warranty;

(c) the UHNW Deal Channel is used in a manner for which it is not intended; or

(d) the UHNW Deal Channel is used other than as permitted under these Engagement Terms or the Terms and Conditions for Members or for Members.

11. LIABILITY

11.1 The Club, and its officers, directors, employees, shareholders or agents, exclude all liability for any amount or kind of loss or damage that may result to you or a third party (including, without limitation, loss of revenue, loss of actual or anticipated profits, loss of business, loss of opportunity, loss of goodwill or reputation, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) in connection with the UHNW Deal Channel in any way or in connection with the use, inability to use or the results of use of the UHNW Deal Channel, any services linked to the UHNW Investor Channel or the content contained on any or all such services, including but not limited to loss or damage due to viruses that may infect your computer equipment, software,, data or other property on account of your access to, use of, or browsing the UHNW Investor Channel or your downloading of any content from the UHNW Deal Channel or any services linked to the UHNW Deal Channel.

11.2 Nothing in these Engagement Terms shall exclude or limit the Club's liability for death or personal injury caused by its negligence, fraud or any liability to the extent the same may not be excluded or limited as a matter of law.

11.3 A UHNW Deal Access Member or Member shall be liable for and shall fully indemnify the Company and any of its affiliated companies against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by the Company which arises out of or in connection with, directly or indirectly, the use of or any linking to the UHNW Deal Channel in breach of these Engagement Terms or the Terms and Conditions for Deal Access Members or for Members.

12. AMENDMENTS TO ENGAGEMENT TERMS

The Club may revise these Engagement Terms in accordance with Clause 15 of the Terms and Conditions of Members.

13. GENERAL

13.1 Any failure by the Club to exercise or enforce any rights or provision of these Engagement Terms shall not constitute a waiver of such right or provision un less acknowledged and agreed by the Club in writing.

13.2 Each provision in these Engagement Terms is severable and distinct from the others. If any provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of these Engagement Terms, but (except to that extent in the case of that provision) it and all other provisions of these Engagement Terms shall continue in full force and effect and their validity, legality and enforceability shall not be affected or impaired as a result.

13.3 The section titles in these Engagement Terms are solely used for convenience and have no legal or contractual significance.

13.4 The Club only contracts with its Member s and UHNW Deal Access Members in English. Where the Company provides any party with a translation of the English language version of these Engagement Terms, such party agrees that the translation is provided only for convenience only and that the English language version of these Engagement Terms will govern such party's use of the UHNW Deal Channel.

14. JURISDICTION AND APPLICABLE LAW

Clauses 17 and 19 of the Terms and Conditions of Members shall apply to these Engagement Terms of the UHNW Deal Channel.

15. CONTACT

Any questions or concerns about the UHNW Deal Channel please contact the Club.

APPENDIX 1

List of Excluded Countries

1. Belarus

2. Burma (Myanmar))

3. Cuba

4. Democratic Republic of Congo

5. Eritrea

6. Federal Republic of Yugoslavia and Serbia

7. Republic of Guinea

8. Iran

9. Iraq

10. Ivory Coast /Côte d'Ivoire

11. Lebanon

12. Liberia

13. North Korea (Democratic People's Republic of Korea))

14. Somalia

15. Sudan

16. Syria

17. Zimbabwe

18. United States of America

APPENDIX II

List of Excluded Investments

1. Any item which is illegal or unlawful or which violates or infringe the rights of any other person in the UK or in your country of incorporation or residence or in the country in which you are situated at the time of the posting or listing;

2. Shares or Stock in companies listed on stock exchanges (for example, the London Stock Exchange, the Alternative Investment Market (AIM), NASDAQ;

3. Prescription drugs, illegal drugs or drug paraphernalia, including without limitation narcotics, steroids, and all other controlled or illegal substances under any applicable legislation in the UK or in your country of incorporation or residence or in the country in which you are situated at the time of the posting or listing, and/or drug paraphernalia including any item designed or primarily intended for use in manufacturing, concealing, or using a controlled or illegal substance;

4. Items that are subject to any applicable embargoes or trade sanctions including but not limited to those imposed by the European Union, the United Kingdom, the United States, Switzerland or any agency or authority thereof.

5. Items controlled by any applicable military export controls (including, but not limited to those imposed by the European Union, the United Kingdom, the United States, Switzerland or any agency or authority thereof), firearms, ammunition, weapons, knives, replicas and militaria;

6. Items that encourage, promote, facilitate or instruct others to engage in illegal activities;

7. Offensive material, including without limitation, items that imply or promote support, or membership in, or funding of any prohibited groups or organizations in or in your country of incorporation or residence or in the country in which you are situate d at the time of the posting or listing;

8. Stolen property or any property to which you do not have title or other any other rights which are necessary in order for you to sell the relevant item on the Service;

9. Any security or other Investment where BConnectClub would be required to have in place a license, consent or other authorization from a regulatory body to sell or advertise for Investment the item on the Service, but does not have, at the time of the Investment or advertisement for Investment, the relevant license, consent or other authorization;

10. Deposits;

11. Electronic money;

12. Contracts of insurance;

13. Instruments creating or acknowledging indebtedness;

14. Alternative finance investment bonds;

15. Government and public securities;

16. Instruments giving entitlements to investments;

17. Certificates representing certain securities;

18. Rights under a pension scheme;

19. Options;

20. Futures;

21. Contracts for differences;

22. Lloyd's syndicate capacity and syndicate membership;

23. Funeral plan contracts;

24. Regulated mortgage contracts;

25. Regulated home finance transactions;

26. Rights to or interests in certain investments;

27. Units in a collective investment scheme such as units in an authorised trust (except for interests in limited Member ships); and

28. Any other item that we determine from time to time at our sole discretion.

 

APPENDIX III

Statement for High Net Worth Investor

I declare that I am a certified high net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

I understand that this means:

(a) I can receive financial promotions that may not have been approved by a person authorized by the Financial Services Authority;

(b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;

(c) by signing this statement I may lose significant rights;

(d) I may have no right to complain to either of the following:

(i) the Financial Conduct Authority; or

(ii) the Financial Ombudsman Scheme;

(e) I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a certified high net worth individual because at least one of the following applies:

(a) I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more;

(b) I held, throughout the financial year immediately preceding the date below, net Investments to the value of £250,000 or more. Net Investment s for these purposes do not include:

(i) the property which is my primary residence or any loan secured on that residence;

(ii) any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (RRegulated Activities)) Order 2001; or

(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to whi ch I am (or my dependents are), or may be, entitled. I accept that I can lose my property and other Investment s from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specializes in advising on investments.