1.Â Â Â Â Â Â Â Â Â Â Â Â Â Â Purpose
1.1Â Â Â Â Â Â Â Â Â Â Â This Agreement sets out the terms and conditions of admission of Impact Businesses to the Impact Investment Network (IIN). It is between You and Us. IIN is licenced to deliver both the Social Stock Exchange (brand) and to accredit businesses against the Social Stock Exchange Impact Accreditation Methodology and award the â€˜SSX markâ€™ to those businesses passing the afore mentioned standards.
2.Â Â Â Â Â Â Â Â Â Â Â Â Â Â Our Services
2.1Â Â Â Â Â Â Â Â Â Â Â We will provide the Services to You as set out in this Agreement from the date of Your admission to the Impact Investment Network until the earliest of Your departure from the Impact Investment Network or expiry or termination of this Agreement.
2.2Â Â Â Â Â Â Â Â Â Â Â UnlessÂ YouÂ and We agree otherwise, We will use Our reasonable endeavours to provide You with a reasonably equivalent level of exposure and profile as other Impact Businesses admitted to the Impact Investment Network.
2.3Â Â Â Â Â Â Â Â Â Â Â We will provide the Services with reasonable skill and care.
2.4Â Â Â Â Â Â Â Â Â Â Â We will comply with all applicable laws and regulations and will ensure that We have all necessary consents and authorisations for any activity We conduct.
2.5Â Â Â Â Â Â Â Â Â Â Â We shall:
2.5.1Â Â Â Â Â Â actively promote the Impact Investment Network, its associated websites, and You in connection with the same which will provide information in relation to admitted Impact Businesses, without making investment recommendations to investors or intermediaries and without engaging in the provision of financial advice, including through the active use of various forms of social media;
2.5.2Â Â Â Â Â Â keepÂ the Impact Investment Network website live and accessible at all times, subject to any reasonable maintenance and development requirements We may have in the ordinary course of Our business;
2.5.3Â Â Â Â Â Â ensureÂ the accuracy of the information on the Impact Investment Network website, provided that we do not give any warranty or representation as to the accuracy, reliability or completeness of any information on the website which has been provided to us by Impact Businesses and third parties. Where links exist to external sites, We do not have any control over such sites and do not assume any responsibility for such sites;
2.5.4Â Â Â Â Â Â give you reasonable prominence on the Impact Investment Network and other corporate promotion carried out by Us, at a level that is broadly consistent to other Impact Businesses admitted to the Impact Investment Network;
2.5.5Â Â Â Â Â Â meet with You (either in person or telephonically) no less than on a quarterly basis to discuss Your admission to the Impact Investment Network and the Impact Investment Network generally;
2.5.6Â Â Â Â Â Â provide You with as much advance written notice as possible of any media agents or prospective publications relating to You; and
2.5.7Â Â Â Â Â Â endeavourÂ to act in your best interest at all times and not do anything which may be derogatory, damaging or harmful to You.
2.6Â Â Â Â Â Â Â Â Â Â Â Our CEO shall have authority contractually to bind Us on all matters relating to the ServicesÂ and relating to Your admission to the Impact Investment Network.
3.1Â Â Â Â Â Â Â Â Â Â Â To apply for admission to the Impact Investment Network, You will prepare and submit to Us an application form in such form and containing such information as We may reasonably request; and
3.2Â Â Â Â Â Â Â Â Â Â Â The Local Admission Board (â€˜the Labâ€™) will review Your application for admission to the Impact Investment Network and provide You with an in-principle and non-binding assessment of whether You qualify for admission as an Impact Business.
3.3Â Â Â Â Â Â Â Â Â Â Â Subject to clause 3.11, in the event that the Local Admission Board (â€˜the Labâ€™) determines that, on the basis of its preliminary assessment of Your application, You are not likely to qualify as an Impact Business, You will not be eligible to proceed further in Your application for admission at this stage, but may be considered for associate membership providing that you agree to produce and adhere to an Impact Improvement Plan.
3.4Â Â Â Â Â Â Â Â Â Â Â In the event that the Local Admission Board (â€˜the Labâ€™) determines that, on the basis of its preliminary assessment of Your application, You are likely to qualify as an Impact Business, You agree to prepare and submit to Us an Impact Report in accordance with the requirements of the Impact Reporting Guide or other such guidance and direction, if any, as We may, acting reasonably, issue from time to time in relation to the preparation and completion of the Impact Report.
3.5Â Â Â Â Â Â Â Â Â Â Â You can engage an independent social impact expert (if required) to assist you with the preparation of Your Impact Report. Any social impact expert used by You in the preparation of Your Impact Report must be approved by Us, the approval of which shall not be unreasonably withheld.
3.6Â Â Â Â Â Â Â Â Â Â Â You will be responsible for complying with any legal or regulatory obligations in relation to any price sensitive information included in Your Impact Report or any price sensitive information relating to your business which arises from Your admission to and membership of the Impact Investment Network.
3.7Â Â Â Â Â Â Â Â Â Â Â You hereby warrant that:
3.7.1Â Â Â Â Â Â allÂ the information provided by You to Us in relation to Your application, including Your Impact Report is so far as You are aware, true, accurate and not misleading in all material respects. This warranty is repeated on Your admission to the Impact Investment Network and in relation to each updated annual Impact Report which You submit to Us during Your admission;
3.7.2Â Â Â Â Â Â You do not engage in any of the following activities; arms sales, pornography, bonded labour, child labour, tobacco, abuse of human rights, discriminatory employment practices or any other business practice which is likely to be regarded by a reasonable person as being unethical;
3.7.3Â Â Â Â Â Â soÂ far as You are aware, there is no reason why Your admission to the IIN should present a reputational risk to the IIN, including any reason in relation to Your remuneration practices, tax practices or ownership structure; and
3.7.4Â Â Â Â Â Â soÂ far as You are aware, there is no reason why a reasonable person would not regard You to be an Impact Business, in accordance with the Criteria.
3.8Â Â Â Â Â Â Â Â Â Â Â You agree to update Your Impact Report on an annual basis and to inform Us in the event that any material disclosure made in Your Impact Report requires updating, including whilst Your application is being considered and following admission.
3.9Â Â Â Â Â Â Â Â Â Â Â You acknowledge and accept that, whilstÂ WeÂ will give You an early indication of whether We expect You to be eligible, Your admission to the Impact Investment Network shall be dependent upon the discretion and decision of the Local Admission Board (â€˜the Labâ€™).
3.10Â Â Â Â Â Â Â Â You agree to pay Your first yearâ€™s membership fee as per Schedule 3 and as detailed in Clause 5 on ratification of your Impact Report and prior to admission to the Impact Investment Network.
3.11Â Â Â Â Â Â Â Â The Local Admission Board (â€˜the Labâ€™) will decide if You are an Impact Business according to the Criteria.
3.12Â Â Â Â Â Â Â Â An appeal from a decision of the Local Admission Board (â€˜the Labâ€™) that an applicant business does not qualify as an Impact Business or that an admitted business has ceased to qualify as an Impact Business under clause 10.1.14 may be made to the Appeals Committee. The decision of the Appeals Committee shall be final and determinative.
3.13Â Â Â Â Â Â Â Â You accept that We shall have no liability and You shall not have any claim against Us in contract or otherwise in the event that the Local Admission Board (â€˜the Labâ€™) or the Appeals Committee determines that You are not or have ceased to be an Impact Business and You agree to fully indemnify Us against any claim which You may seek to make against Us in relation to any associated loss or damage which You believe to have suffered as a result of any such determination.
3.14Â Â Â Â Â Â Â Â The terms of reference and procedures of the Local Admission Board (â€˜the Labâ€™) and Appeals Committee may be amended and varied by Us from time to time without Your consent. However, in any event, the members of the Appeals Committee shall be different to the members of the Local Admission Board (â€˜the Labâ€™) who made the decision which is being appealed.
4.Â Â Â Â Â Â Â Â Â Â Â Â Â Â Ongoing Obligations
4.1Â Â Â Â Â Â Â Â Â Â Â You shall:
4.1.1Â Â Â Â Â Â complyÂ in all material respects with all listing, disclosure, transparency and other legal and regulatory requirements which apply to companies on the Stock Exchange(s) on which You and Your securities are listed;
4.1.2Â Â Â Â Â Â supply such information as We may from time to time reasonably require in relation to the social impact created by Your business and in relation to the status and implementation of Your Impact Report, including promptly submitting an annual Impact Report according to a reporting timetable which We may establish from time to time and in a form which is reasonably satisfactory to Us and supply such other information as we may reasonably request to enable the Local Admission Board (â€˜the Labâ€™) to determine whether or not You are an Impact Business;
4.1.3Â Â Â Â Â Â comply with the Impact Reporting Guide which, We, may amend from time to time following consultation with You and other Impact Businesses admitted to the Impact Investment Network;
4.1.4Â Â Â Â Â Â subject always to clause 10.1.2 in relation to any material breach of this Agreement, comply with any remedial notice which We may communicate to You from time to time and remedy to Our reasonable satisfaction any material discrepancy which in Our reasonable opinion exists between Your business practice or, Your latest Impact Report and the Impact Reporting Guide within such reasonable time period as We may require provided that We have first consulted with You and with the Local Admission Board (â€˜the Labâ€™) and have given you a reasonable opportunity to make appropriate representations to Us before issuing any such remedial notice;
4.1.5Â Â Â Â Â Â use Your reasonable endeavours to comply with the AIC Code of Corporate Governance (as issued and amended from time to time by the AIC) and, where relevant or appropriate, the UK Corporate Governance Code (as issued and amended from time to time by the Financial Reporting Council);
4.1.6Â Â Â Â Â Â co-operate with Us in all matters relating to the Services, including in relation to any events which We decide to organise for You and other Impact Businesses admitted to the Impact Investment Network and in campaigns and initiatives to promote the Impact Investment Network;
4.1.7Â Â Â Â Â Â appoint the Manager in relation to Your admission to the Impact Investment Network, who shall have the authority contractually to bind You on matters relating to the Services and Your admission;
4.1.8Â Â Â Â Â Â You will provide Us with the Information Requirements; and
4.1.9Â Â Â Â Â Â obtain and maintain all necessary licences and consents and comply with all applicable law and regulation.
4.2Â Â Â Â Â Â Â Â Â Â Â If the Services under this Agreement are impeded or delayed by an act or omission onÂ YourÂ part or on the part of Your agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such impediment or delay.
5.1Â Â Â Â Â Â Â Â Â Â Â In consideration of the provision of the Services by Us, You shall payÂ UsÂ any fees set out in Schedule 3 plus VAT.
5.2Â Â Â Â Â Â Â Â Â Â Â You must pay Us the first Annual Fee plus VAT prior to admission to membership of the Impact Investment Network and then on each 12 month anniversary of Your admission and Your continued admission shall be conditional upon receipt of payment.
5.3Â Â Â Â Â Â Â Â Â Â Â We shall invoiceÂ YouÂ on ratification of your Impact Report from Our Local Admission Board (â€˜the Labâ€™) and on each 12 month anniversary of Your admission for the Annual Fee plus VAT in relation to the following 12 month period.
5.4Â Â Â Â Â Â Â Â Â Â Â You shall pay the first invoice submitted to You, in full, on receipt, prior to admission to the Impact Investment Network and shall pay subsequent annual invoices within 30 days of receipt to a bank account nominated in writing by Us.
5.5Â Â Â Â Â Â Â Â Â Â Â We may from time to time review and increase our Annual Fee. We shall give You written notice of any such increase not less than 30 days before the proposed date of such increase. If such increase is not acceptable to You, You may terminate this Agreement immediately in accordance with clause 10.1.13. Without prejudice to any other right or remedy that We may have, if You fail to pay Us on the due date, We may:
5.5.1Â Â Â Â Â Â claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and You shall pay the interest immediately on demand; and
5.5.2Â Â Â Â Â Â suspend all Services until payment has been made in full.
5.6Â Â Â Â Â Â Â Â Â Â Â All sums payable to Us under this Agreement shall become due immediately on its termination, without prejudice to any right to claim.
6.1Â Â Â Â Â Â Â Â Â Â Â You license to Us free of charge and on a non-exclusive, worldwide basis the right to such extent as is necessary to use any information You provide to Us under this Agreement, including any information contained in Your Impact Report and any other information provided by You to enable us to create Your profile on the Impact Investment Network, to enable Us to provide the Services and to promote the Impact Investment Network, including through the use of various social media. If this Agreement is terminated, this licence of rights will automatically terminate.
6.2Â Â Â Â Â Â Â Â Â Â Â As between You and Us, all Intellectual Property Rights and all other rights in the Impact Investment Network, Services and Our Materials shall be owned byÂ Us. Subject to clauseÂ 6.3, We license all such rights to You free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable You to promote the Impact Investment Network to Your contacts in accordance with any reasonable branding guidelines We may provide to You from time to time but not for any other purpose unless agreed with Us in advance in writing. If this Agreement is terminated, this licence of rights will automatically terminate.
6.3Â Â Â Â Â Â Â Â Â Â Â You acknowledge that, whereÂ WeÂ do not have full ownership of the Intellectual Property Rights in any of Our Materials, Your use of rights in Our Materials is conditional on Us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Us to license such rights to You.
7.1Â Â Â Â Â Â Â Â Â Â Â Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party or by the other partyâ€™s employees, agents, consultants or subcontractors and any other confidential information concerning the other partyâ€™s business which it may obtain.
7.2Â Â Â Â Â Â Â Â Â Â Â Each party may disclose such information:
7.2.1Â Â Â Â Â Â toÂ its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out its obligations under this Agreement; and
7.2.2Â Â Â Â Â Â as may be required by law, court order or any governmental or regulatory authority.
7.3Â Â Â Â Â Â Â Â Â Â Â Each party shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clauseÂ 7.
7.4Â Â Â Â Â Â Â Â Â Â Â Neither party shall use any such information for any purpose other than to perform its obligations under this Agreement.
â€“ YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSEÂ â€“
8.1Â Â Â Â Â Â Â Â Â Â Â Nothing in this Agreement limits or excludes Our liability for:
8.1.1Â Â Â Â Â Â death or personal injury caused by Our negligence;
8.1.2Â Â Â Â Â Â fraud or fraudulent misrepresentation; or
8.1.3Â Â Â Â Â Â any other liability which cannot be limited or excluded by applicable law.
8.2Â Â Â Â Â Â Â Â Â Â Â Subject to clauseÂ 8.1, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
8.2.1Â Â Â Â Â Â loss of profits;
8.2.2Â Â Â Â Â Â loss of sales or business;
8.2.3Â Â Â Â Â Â loss of agreements or contracts;
8.2.4Â Â Â Â Â Â loss of anticipated savings;
8.2.5Â Â Â Â Â Â loss of or damage to goodwill;
8.2.6Â Â Â Â Â Â loss of use, access or corruption of software, data, information, including in relation to the Impact Investment Network website.
8.2.7Â Â Â Â Â Â any indirect or consequential loss; or
8.2.8Â Â Â Â Â Â any loss or damage arising in any way from or in connection with use of the Impact Investment Network website or any information provided on it.
8.3Â Â Â Â Â Â Â Â Â Â Â Subject to clauseÂ 8.1Â and clauseÂ 8.2, Our total liability, to You whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, to the equivalent of the total charges paid by You in that period.
8.4Â Â Â Â Â Â Â Â Â Â Â The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
9.Â Â Â Â Â Â Â Â Â Â Â Â Â Â Data Protection
9.1Â Â Â Â Â Â Â Â Â Â Â The Supplier and the Customer shall handle all personal data in accordance with the Good Energy Supplier Data Protection Policy as it may be amended from time to time by Good Energy and which can be found at this link: https://cms.goodenergy.co.uk/privacy-and-data-hub/good-energy-supplier-data-protection-policy/; and
9.2Â Â Â Â Â Â Â Â Â Â Â The Supplier shall indemnify the Customer for all costs and expenses howsoever incurred which the Customer may suffer as a result of any breach by the Supplier of clause [XX.1] and in particular the loss or corruption of any personal data (as defined in the General Data Protection Regulations and all laws giving effect or purporting to give effect to the Regulations or otherwise relating to data protection) relating to or originating from the Customer, its employees or customersâ€; and
9.3Â Â Â Â Â Â Â Â Â Â Â any clause in the Agreement limiting or restricting the liability of the Supplier shall be amended to exclude any restriction on liability in respect of data protection.
10.1Â Â Â Â Â Â Â Â Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other on giving the other not less than 90 days’ written notice or immediately on giving notice to the other if:
10.1.1Â Â Â the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
10.1.2Â Â Â the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach or any longer remedy period permitted in writing by the party not in default; or
10.1.3Â Â Â the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
10.1.4Â Â Â the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
10.1.5Â Â Â the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or
10.1.6Â Â Â a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party; or
10.1.7Â Â Â an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
10.1.8Â Â Â a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
10.1.9Â Â Â a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
10.1.10aÂ creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
10.1.11anyÂ analogous insolvency event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject; or
10.1.12the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.1.13You do not accept an increase in Our Annual Fee under clause 5.7;Â Â or
10.1.14inÂ the reasonable opinion of the Local Admission Board (â€˜the Labâ€™), You cease to be an Impact Business or You commit a material breach of any of the rules or other legal or regulatory requirements which apply to companies listed on the Stock Exchange on which You are listed; or
10.1.15if, in our reasonable opinion, Your continued admission to the Impact Investment Network for any reason whatsoever represents a material reputational risk to Us, the Impact Investment Network or any other Impact Businesses admitted to the Impact Investment Network.
10.2Â Â Â Â Â Â Â Â The parties acknowledge and agree that any breach of clauses 2, 3, 4 and 6 shall constitute a material breach for the purposes of this clauseÂ 10.
10.3Â Â Â Â Â Â Â Â On termination of this Agreement for any reason:
10.3.1Â Â Â You shall within 30 days pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable within 30 days of receipt;
10.3.2Â Â Â theÂ accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination; and
10.3.3Â Â Â clausesÂ which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clauseÂ 6Â (Intellectual property rights), clauseÂ 7Â (Confidentiality and Property), clauseÂ 8Â (Limitation of liability), clauseÂ 10.3, clauseÂ 20Â (Notices), clauseÂ 21Â (Dispute resolution), clauseÂ 22Â (Governing law and jurisdiction).
11.1Â Â Â Â Â Â Â Â A party, provided that it has complied with the provisions of clauseÂ 11.2, shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement (and, subject to clauseÂ 11.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event).
11.2Â Â Â Â Â Â Â Â Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:
11.2.1Â Â Â it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
11.2.2Â Â Â it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
11.2.3Â Â Â it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
11.3Â Â Â Â Â Â Â Â If the Force Majeure Event prevails for a continuous period of more than two months, either party may terminate this Agreement by giving 30 days’ written notice to the other party. On the expiry of this notice period, this Agreement will terminate without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties. You acknowledge and accept that We shall be free from time to time to amend and update the information and reporting requirements of the Impact Investment Network, including the Impact Reporting Guide and the terms of reference of the Local Admission Board (â€˜the Labâ€™) and Appeals Committee.
13.Â Â Â Â Â Â Â Â Â Â Â Waiver
13.1Â Â Â Â Â Â Â Â A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
13.2Â Â Â Â Â Â Â Â No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
15.1Â Â Â Â Â Â Â Â If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
15.2Â Â Â Â Â Â Â Â If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.1Â Â Â Â Â Â Â Â This Agreement and any documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.
16.2Â Â Â Â Â Â Â Â Each party acknowledges that, in entering into this Agreement and the documents referred to in, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement or those documents shall be for breach of contract.
16.3Â Â Â Â Â Â Â Â Nothing in this clause shall limit or exclude any liability for fraud.
17.1Â Â Â Â Â Â Â Â You shall not, without Our prior written consent, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of your rights or obligations under this Agreement. We may assign, transfer or subcontract all or any of Our rights or obligations under this Agreement.
17.2Â Â Â Â Â Â Â Â Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of any other person.
Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
20.1Â Â Â Â Â Â Â Â A notice given to a party under this Agreement:
20.1.1Â Â Â shall be in writing in English (or accompanied by a properly prepared translation into English);
20.1.2Â Â Â shall be signed by or on behalf of the party giving it;
20.1.3Â Â Â shall be sent for the attention of the CEO (in Our case) or the Directors (in Your case) at its registered office address, or to such other address or person as that party may notify to the other, in accordance with the provisions of this clause; and
20.1.4Â Â Â shall be:
(a)Â Â Â Â Â Â Â Â Â Â Â Â delivered personally; or
(b)Â Â Â Â Â Â Â Â Â Â Â Â sent by commercial courier; or
(c)Â Â Â Â Â Â Â Â Â Â Â Â sent by pre-paid first-class post or recorded delivery.
20.2Â Â Â Â Â Â Â Â If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:
20.2.1Â Â Â if delivered personally, at the time of delivery; or
20.2.2Â Â Â if delivered by commercial courier, at the time of signature of the courier’s receipt; or
20.2.3Â Â Â if sent by pre-paid first-class post or recorded delivery, at 9.30 am on the second day after posting.
20.3Â Â Â Â Â Â Â Â For the purposes of this clause:
20.3.1Â Â Â all times are to be read as local time in the place of deemed receipt; and
20.3.2Â Â Â if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to have been received when business next starts in the place of receipt.
20.4Â Â Â Â Â Â Â Â To prove delivery, it is sufficient to prove that, if sent by pre-paid first class post, the envelope containing the notice was properly addressed and posted.
20.5Â Â Â Â Â Â Â Â The provisions of this clauseÂ 20Â shall not apply to the service of any process in any legal action or proceedings.
20.6Â Â Â Â Â Â Â Â A notice required to be given under this Agreement shall not be validly served if sent by e-mail.
21.1Â Â Â Â Â Â Â Â If any dispute capable of resolution arises in connection with this Agreement, Our CEO and Your Chairman shall, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
21.2Â Â Â Â Â Â Â Â If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with an established mediation procedure.
21.3Â Â Â Â Â Â Â Â No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
22.1Â Â Â Â Â Â Â Â In the event of any conflict or inconsistency between these terms and conditions, the Impact Reporting Guide, any application form or supporting document or any other document sent to You by Us as part of the membership pack, these terms and conditions shall be supreme and shall prevail.
23.Â Â Â Â Â Â Â Â Â Â Â Governing Law and Jurisdiction
23.1Â Â Â Â Â Â Â Â This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
23.2Â Â Â Â Â Â Â Â The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
24.Â Â Â Â Â Â Â Â Â Â Â To be considered an Impact Business, an applicant business must first be put forward by the management of the Impact Investment Network for consideration by the Local Admission Board (â€˜the Labâ€™).
25.Â Â Â Â Â Â Â Â Â Â Â An applicant business must, to the reasonable satisfaction of the Local Admission Board (â€˜the Labâ€™):
25.1Â Â Â Â Â Â Â Â articulateÂ a strong and clearly stated positive social and/or environmental purpose and demonstrate that the business trades for the purpose of attempting to address a social or environmental problem either through its core product or service or through its business processes, whilst at the same time seeking to be profitable and sustainable;
25.2Â Â Â Â Â Â Â Â authenticate and evidence its stated social purpose through the production of an Impact Report prepared with the assistance of an independent social impact expert approved by You, in such form as may reasonably be required by You from time to time;
25.3Â Â Â Â Â Â Â Â confirm that it maintains high standards of corporate governance and, as a minimum, substantially complies with the AIC’s Code of Corporate Governance, as issued from time to time by the AIC;
25.4Â Â Â Â Â Â Â Â warrant that it does not engage in any of the following activities; arms sales, pornography, bonded labour, child labour, tobacco, abuse of human rights, discriminatory employment practices or any other business practice which is likely to be regarded by a reasonable person as being unethical;
25.5Â Â Â Â Â Â Â Â warrant, so far as You are aware, there is no reason why its admission to the IIN should present a reputational risk to the IIN, including any reason in relation to its remuneration practices, tax practices or ownership structure; and
25.6Â Â Â Â Â Â Â Â warrant, so far as You are aware, there is no reason why a reasonable person would not regard the applicant business to be an Impact Business, considering its history and activities, in accordance with the Criteria; and otherwise comply with the terms and conditions of admission to the IIN.
Schedule 2Â Â Â Â Â Â Â Â Â Services
The provision of a website portal/(s) to be known as â€˜the Impact Investment Networkâ€™ which will contain information about Impact Businesses which have been admitted to the Impact Investment Network, including profiles of their respective businesses, management teams, financial positions, trading histories, trading data and related investor relations information, including a link to admitted Impact Business websites, to facilitate investment and trading in Impact Business securities.
The promotion of the Impact Investment Network websites and facilities and the Impact Businesses profiled on the website to the press and to the investment community with a view to generating interest, support and visitor traffic to the website and to the websites of admitted Impact Businesses, to encourage greater investment and trading in Impact Business securities.
Schedule 3Â Â Â Â Â Â Â Â Â Â Â Pricing
|Benefits||On-line Profile||Access to Internal Marketplace||Events||Impact Report||Accreditation||12Â MthAction Plan||Investment Appraisal||Cap raise initiation||Exchange Listing||Membership
|Max3 per year||Not eligible||Â£1500|
|Self-sourced *||Extra||Extra||Price on application||Â£3500|
|Price on application||Â£15,000 Yr1
*Report production services available
Additional Services (price on application)
- Impact Report Production
- Business Planning support
- SDG review/plan
- Bid writing
- Market Penetration support
- Legal/Financial Services
- Skills Assessment
- Exchange Listing
- JP Jenkins Matched Bargain platform
- Further cap-raise services
Schedule 4Â Â Â Â Â Â Information Requirements
1.Â Â Â Â Â Â Â Â Â Â Â Â Â Â You will provide Us on an annual basis with any necessary updates to Your Impact Report in accordance with the requirements set out in the Impact Reporting Guide as amended from time to time.
2.Â Â Â Â Â Â Â Â Â Â Â Â Â Â You will provide Us and our agents, in a timely manner and at no charge, access to Your publicly available investor relations data and such other public information and facilities as are reasonably required by Us for the provision of the Services.
3.Â Â Â Â Â Â Â Â Â Â Â Â Â Â You will maintain a website link in a reasonably prominent position on Your website to the Impact Investment Network website.
4.Â Â Â Â Â Â Â Â Â Â Â Â Â Â You shall ensure that Your website and any data or information provided to Us shall be, so far as You are aware, true, accurate and not misleading in all material respects.
5.Â Â Â Â Â Â Â Â Â Â Â Â Â Â You will provide us with such publicly available data or information as We may reasonably request to set up your profile on the Impact Investment Network website.
Schedule 5Â Â Â Â Â Â Interpretation
1.Â Â Â Â Â Â Â Â Â Â Â Â Â Â Interpretation
1.1Â Â Â Â Â Â Â Â Â Â Â The definitions and rules of interpretation in this clause apply in this Agreement.
Local Admission Board (â€˜the Labâ€™):Â a panel of experts appointed by Us to decide whether applicant businesses are Impact Businesses which comply with the Social Stock Exchange Impact Accreditation Methodology.
Annual Fee:Â the annual fee payable as set out in schedule 3.
Appeals Committee:Â a panel of experts appointed by Us to hear appeals from decisions of the Local Admission Board (â€˜the Labâ€™).
Criteria:Â the criteria for qualification as a Impact Business as set out in schedule 1, as amended from time to time by Us.
Document:Â includes, in addition to any document in writing, any internet webpage, drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Information Requirements:Â the information which We require You to provide to Us during the period of Your admission to the IIN, as set out in Schedule 4.
Intellectual Property Rights:Â all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Manager:Â Your designated contact in relation to Your admission to the Impact Investment Network, appointed in accordance with clauseÂ 4.1.
Our Materials:Â all Documents, information and materials created or provided by Us for the Services, including the Impact Investment Network website(s), Impact Reports and other website materials, computer programs and data.
Services:Â the services to be provided by Us to You as set out in Schedule 2.
Impact Report:Â a report demonstrating the social impact created by You, prepared in accordance with the Impact Reporting Guide.
Impact Reporting Guide:Â the guidance document which we may issue and amend from time to time setting out Our requirements in relation to the preparation and content of any Impact Report prepared by You.
Impact Business:Â means a business which has its securities admitted to trading on a Stock Exchange and which the Local Admission Board (â€˜the Labâ€™) considers to operate for a social or environmental purpose in accordance with the Criteria set out in Schedule 1, as may be amended from time to time by the Impact Investment Network, or a Private Business which has satisfied the conditions in accordance with the Criteria set out in Schedule 1.
Impact Investment Network:Â the website portal known as â€˜the Impact Investment Networkâ€™ which We will operate to promote listed Impact Businesses and to facilitate investment and trading in the securities of Impact Businesses.
Stock Exchange:Â means (i) a recognised investment Exchange under the Financial Services and Markets Act 2000; (ii) a recognised overseas investment Exchange under the Financial Services and Markets Act 2000; (iii) an investment Exchange which is included on the FCA’s list of designated investment IINs; or (iv) any other established and reputable stock Exchange which is regulated and operated to a broadly equivalent standard to stock exchanges in categories (i)-(iv) above.
Us or We or Our:Â Impact Investment Network Ltd. incorporated in England and Wales with company registration number 11150459 and its registered office 7 Fremont Place, Great Sankey, Warrington WA5 8DU.
VAT:Â value added tax chargeable under English law for the time being and any similar additional tax.
You or Your:Â the business applying for admission to the Impact Investment Network which is mentioned in the attached letter and which has indicated its acceptance of these terms and conditions by the countersignature of an authorised representative.
1.2Â Â Â Â Â Â Â Â Â Â Â Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3Â Â Â Â Â Â Â Â Â Â Â AÂ personÂ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4Â Â Â Â Â Â Â Â Â Â Â The schedules and the attached letter form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules and the attached letter.
1.5Â Â Â Â Â Â Â Â Â Â Â Words in the singular shall include the plural and vice versa.
1.6Â Â Â Â Â Â Â Â Â Â Â A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7Â Â Â Â Â Â Â Â Â Â Â A reference toÂ writingÂ orÂ writtenÂ includes faxes but not e-mail.
1.8Â Â Â Â Â Â Â Â Â Â Â Where the wordsÂ include(s),Â includingÂ orÂ in particularÂ are used in this Agreement, they are deemed to have the wordsÂ without limitationÂ following them. Where the context permits, the wordsÂ otherÂ andÂ otherwiseÂ are illustrative and shall not limit the sense of the words preceding them.
1.9Â Â Â Â Â Â Â Â Â Â Â Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.10Â Â Â Â Â Â Â Â References to clauses and schedules are to the clauses and schedules of this Agreement.