Terms and Conditions for the use of the www.acceleriscapital.com website(the “Website”) and the Acceleris Capital Investor Portal (the “Portal”), each of which is owned and operated by Acceleris Capital Limited (“Acceleris Capital”), and for the provision of regulated services by Acceleris Capital.
Theseterms and conditions (“Terms of Service”) apply to both the Website and the Portal (as if references to the “Website”included reference to the “Portal”, save where the context requires otherwise),except as provided in section 12 below, which sets out how different terms apply in relation to the Portal.
AccelerisCapital Limited, a company registered in England & Wales under company number 08817319, is authorised and regulated by the Financial Conduct Authority(Ref. No. 820577). Any regulated services provided by Acceleris Capital are only accessible to Eligible Counterparties or Professional Clients as defined in COBS 3.5 & 3.6 of the Financial Conduct Authority handbook. As the firm is not permitted to deal with Retail Clients, as defined within COBS 3.4, this means that the same levels of protection afforded to Retail Clients would not be available to regulated activity clients of the firm. If you are uncertain with regards to your eligibility or rights you should seek independent professional financial advice in this respect.
These Terms of Service set out the general terms governing your use of the Portal. They apply to you as you first use the Portal, and you are deemed to have agreed to be bound by them upon your first use of it. If you do not wish to continue to be bound by these Terms of Service, please cease using the Portal.
2. Relationship to other agreements
In addition to these Terms of Service, our PrivacyNotice and Risk Warning Notice apply to you and everyone else who uses thePortal. We refer to the Terms of Service, the Privacy Notice and the RiskWarning Notice as the "Agreements".
During the course of your use of the Portal, you may choose to agree to be bound by certain other agreements: for example, if you wish to subscribe to an investment opportunity published on the Portal, you will need to agree to the relevant Investment Agreement. The Agreements will continue to apply to you even after you have agreed to any other agreement.
3. Copyright notice
Unless otherwise specified, the copyright in the contents of all pages in this Website are owned by or licensed to Acceleris Capital. All rights reserved. Certain articles or materials contained on this website may be separately copyrighted.
4. Trademark Notice
Acceleris Capital owns the following domain name and derivative or associated marks and all rights are reserved: www.acceleris.com.
5. Portal Registration
In registering on the Portal, you must first provide an email address and enter a password. Your email address and password are the methods used by us to identify you and so you must keep them secure at all times. You will update us via your account as soon as reasonably practicable if any of the information you provide to us changes. You are responsible for all information and activity on the Portal by anyone using your username and password. Any breach of security, loss, theft or unauthorised use of an email address, username or password must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
This Website, and the information included herein, is intended to provide information only and is not intended to be and must not be construed as investment advice nor to promote any investment. Information is provided for the purpose of increasing the knowledge of website users only and is not an offer or solicitation to buy or sell any investment.
You need to be aware that:
• we make no warranty or representation(express or implied) that the Portal will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate;
• we make no guarantee of any specific results from the use of the Portal;
• the Portal is provided "as is" and on an "as available" basis, and we give no warranty that it will be free of defects and/or faults;
• we accept no liability for any disruption or non-availability of the Portal resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship;
• to the maximum extent permitted bylaw, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Portal or any information contained in it, and you use the Portal and its content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Portal;
• users should be aware that they use the Portal and its content at their own risk.
Warranty and Liability disclaimer
EXCEPT AS LIMITED BY LAW, ACCELERIS CAPITAL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THIS WEBSITE, OR ANY PORTION THEREOF, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARK OR PATENT RIGHTS OF OTHERS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE. IN NO EVENT WILL ACCELERIS CAPITAL BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY OUT OF OR IN ANYWAY CONNECTED WITH THIS WEBSITE (SAVE IN THE CASE OF FRAUD OR UNDER THE REGULATORY SYSTEM).
Disclaimer of responsibility for defective or contaminated materials
Acceleris Capital disclaims responsibility for any errors or omissions, including technical inaccuracies or typographical errors. Furthermore, Acceleris Capital cannot and does not guarantee or warrant that files made available for downloading will be free of“viruses”, “infections” or similar software contaminations which may render the software useless or cause damage or destruction to user’s hardware, software or system(s). Users are responsible for implementing sufficient procedures and protections against possible damage. Use of the Acceleris.com website and the internet in general is at the user’s own risk. Some links on this website may also take users away from the Acceleris.com domain. Acceleris Capital disclaims responsibility for any content on external websites and cannot guarantee or warrant that files from external sources will be free of“viruses”, “infections” or similar software contaminations.
7. Website contents
Neither Acceleris Capital nor its affiliates warrant the completeness, accuracy or adequacy of any information on the Website and the information should not be relied upon as such. Save where otherwise noted, assumptions, opinions and estimates constitute the judgement of Acceleris Capital as at the date of the publication of the material on the Website and are subject to change without notice. Neither Acceleris Capital nor its affiliates are responsible for any errors or omissions or for results obtained from the use of this information. Some material contained on the Website may be prepared by third parties. Acceleris Capital is not responsible for, and does not endorse, the content of information provided by any such third parties. Neither Acceleris Capital nor its affiliates have an obligation to update, modify or amend this report or to otherwise notify a reader thereof in the event that any matter stated herein becomes inaccurate.
8. Links to other websites
The Website may contain links to other websites.Unless we expressly say otherwise, you should assume that these other websites are not under the control of Acceleris Capital or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them.Additionally, even if we include a link to another website, that does not mean that we endorse that other website or in any way recommend that you should use it.
9. Social Media
Acceleris Capital operates on a number of popular social media and networking websites. Neither Acceleris Capital nor its affiliates are responsible for any errors or omissions that maybe published in the views expressed over these mediums.
10. User Rules
In order to maintain an efficient and effective website that addresses the needs and interests of its viewers, the following rules apply to the use of the Website:
(a) users may not post or transmit any message that is libellous, defamatory or obscene, or violates any other person’s copyrights, privacy rights, trademarks, trade secrets or rights in any confidential information. The user hereby indemnifies Acceleris Capital for any and all damages suffered by third parties as a result of user’s violation of this rule;
(b) a user who posts information to the Website represents that it is the sole owner of materials posted by it or that is has the right to license their use;
(c) users acknowledge and agree that Acceleris Capital may take appropriate action in order to prevent the misuse of theWebsite to disseminate information, statements or materials that may be abusive, destructive, harmful or threatening to the safety of others or in order to comply with any law or regulation of any government entity;
(d) users may not post or transmit any contaminated or destructive files; and
(e) users hereby grant Acceleris Capital a perpetual, worldwide, irrevocable license to use, reproduce, modify, publish, perform, display and distribute its posting, any portion of such posting and any derivative works created from such posting, in print, electronic and other media, by any means now known or developed in the future. Unless otherwise agreed, neither Acceleris Capital nor its affiliates shall be obliged to pay the posting party any royalties or other compensation for use of the posting.
Users may download, print or transmit information from the Website subject to the following conditions:
(a) the appropriate copyright and/or trademark notice must be affixed to each copy downloaded, transmitted or printed;
(b) use of materials available from the Website must be for personal or informational purposes only and in no instance may be used for commercial purposes;
(c) materials available from this Website may not be modified in any manner;
(d) no materials available from this Website (including links from pages on other websites) can be used, copied or distributed separate from the accompanying text.
(e) the content in question is freely available to all website visitors.
By accepting these Terms of Service you agree that you will not:
(a) use the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms of Service or act fraudulently or maliciously, for example, by using another User's account, or by hacking into or inserting malicious code, including viruses, or harmful data, into the Portal;
(b) transmit any material that is defamatory, offensive or otherwise objectionable;
(c) use the Portal in a way that could damage, disable, overburden, impair or compromise the security of the Portal or interfere with other users;
(d) attempt to decipher any transmissions to or from the servers running the Portal;
(e) perform any security testing of the Portal either manually or utilising any automated system;
(f) copy any of the code within the Portal nor any concepts in the Content or Documents;
(g) rent, lease, sub-license, loan, distribute, disclose, or otherwise commercially exploit the Portal or otherwise make it available in whole or in part to any third party;
(h) make alterations to, or modifications of, the whole or any part of the Portal, or permit the Portal or any part of it to be combined with, or become incorporated in, any other programs, unless such alterations or modifications are carried out or approved, overseen and managed by the us; or
(i) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal or attempt to do any such thing.
11. Reliance on information
Reports provided on the Website are provided for informational purposes only. Any reference to any company is not a recommendation to buy or sell the shares of such company. Any transaction that you may enter into is in reliance solely on your own judgement and Acceleris Capital makes no assessment of the suitability of any such transactions.
Past, future or simulated performance is not a reliable guide to future performance, investments can go down as well as up,
Information contained on the Website is not intended to and does not constitute investment, tax or other advice concerning or on the consequences of making any particular investment and it is not intended as and is not a recommendation of particular securities, financial instruments or strategies. The material does not contain and is not intended as an offer or solicitation for the purchase or sale of any security or other financial instrument. Any opinions expressed on the Website are given in good faith, are subject to change without notice, and are only correct as of the stated date of their issue.
The information contained on the Website is not targeted at the residents of any particular country and is not intended for distribution to, or use by, any person in any country or jurisdiction where such distribution or use would be contrary to local law or regulatory requirements. Therefore it is the responsibility of the individual to be aware of and observe the applicable laws and regulations of any relevant jurisdiction.
12. Variation of terms in relation to users of the Portal
These terms and conditions are subject to any specific agreement(s) entered into by users of the Portal and Acceleris Capital– including any Investor Terms and Conditions (as entered into by Acceleris Capital and a person granted access to the Portal as a potential investor in opportunities posted on the Portal (an “Investor Member”). In the case of any conflict or ambiguity between these terms and conditions and such other agreement(s), such other agreement(s) will prevail.
Use of materials
Information and materials on the Portal may not be downloaded, copied, disclosed or otherwise used, including as permitted under section 10 above: instead, materials and information on the Portal are confidential, and may not be copied or distributed or used except as expressly permitted by an Investor Member’s Investor Terms and Conditions or other agreements between a Portal user and Acceleris Capital relating to use of the Portal.
Most information accessible on the Portal is not information provided by Acceleris Capital and information relating to companies or other organisations seeking to raise investment is provided by or on behalf of those organisations (and accordingly such information, including the assumptions, opinions and estimates expressed therein, does not constitute the judgement of Acceleris Capital and section 7 above should be read accordingly). Acceleris Capital does not verify or approve such information and has no liability whatsoever in relation to it (save in the case of fraud or under the regulatory system). Information relating to such organisations on thePortal is made available to Investor Members solely for the purposes of considering and indicating interest in investing in such organisations and potential investors should place no reliance on it and make their own investigations. The Portal is an information-sharing portal and no transactions are negotiated, agreed or completed on or via the Portal.
Access to the Portal
Acceleris Capital determines in its sole discretion who may access the Portal as an Investor Member (or other user of the Portal).Accordingly, Acceleris Capital may decline to accept any prospective InvestorMember as a user of the Portal and decline to grant or cease to provide access to the Portal to prospective or current Investor Members at any time and without any liability to such person(s).
13. Disclosure of interest
Acceleris Capital, its directors, officers, employees, agents and affiliates of any of them (each an “InterestedParty”) may be involved in other financial, investment or other professional activities with companies and persons referred to on the Website. Acceleris Capital shall endeavour to ensure that any such involvement is fully disclosed to you on the Website. Acceleris Capital will not be under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of circumstances in which Acceleris Capital or an Interested Party has a material interest. Acceleris Capital shall not be liable to account for any profit earned from any such services.
We have made every effort to ensure that these Terms of Service adhere strictly with the relevant provisions of the UK Unfair Contract TermsAct 1977 and other applicable laws. However, in the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms of Service and shall not affect the validity and enforceability of the remaining Terms of Service.
15. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these Terms of Service, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
From time to time we may update these Terms of Service to take account of changes in the law or for any other reason. If we update these Terms of Service, we will post a new version on the Platform, and as soon as you use the Platform after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
If you wish to communicate with us about anything related to theseTerms of Service, you may do so by sending an email to email@example.com.
You can terminate your registration with Acceleris at any time by notifying us at firstname.lastname@example.org.
We may suspend or terminate your registration with Acceleris Capital and your ability to use the Platform at any time for any reason, including but not limited to if:
• you breach these terms and conditions in any material respect;
• we suspect that you have committed fraud, been involved in money laundering or other illegal activities; or
• you use the Platform in any way that (i) causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;(ii) for fraudulent purposes or in connection with a criminal offence; (iii) to send, use or reuse material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or any spam.
If you wish to make a complaint about Acceleris Capital, please send the details of your complaint to email@example.com. If we do not resolve the complaint to your satisfaction, you may have a right to complain directly to the Financial Ombudsman Service. Their address is South
Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at http://www.financial- ombudsman.org.uk.
20. Choice of Law
These Terms of Service, and the relationship between you and Acceleris Capital created by it shall be governed by and construed in accordance with the laws of England and Wales.
The Courts of England and Wales shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with, this Website and its use and these Terms of Service.