Last Updated: July 2022
These Startup Terms and Conditions (“Startup Terms“, “Agreement“, “Terms“) apply to any engagement between TrendScout (“TrendScout”, “we”, “us”, “our”) and a Startup, as defined below:
TrendScout: Crowdfunding investment platform headquartered at 71-75 Shelton Street, London, WC2H 9JQ, which is registered with the Information Commissioners Office under registration reference ZA491380 and with company number 11534889 that provides services relating to the matching, connection, and arrangement of the investment by the Investor in equity or other securities in or offered by the Startup (“Investor Connections“, “Connection“, “Connections“) through our online Investor Community Platform (“Investor Portal“).
Investor: any person who wishes to subscribe to our connection services to invest or purchase equity or other securities offered by a Startup in response to a Pitch made by a Startup.
Startup: a company that has made a Pitch available to the Investor through our Website (“Startup“, “you“).
These Terms may be updated, so you should check these Terms when submitting a Pitch.
Submitting your Pitch and details of your Startup to TrendScout via this Website and Investor Portal confirms your acceptance of these Startup Terms.
If you do not understand any of the clauses in this Agreement or have any queries, please obtain independent advice before proceeding.
1.1. By agreeing to these Startup Terms, you acknowledge, understand, and agree that you have also read, understood, and agreed to:
1.1.3. Our Due Diligence Charter; and
1.1.4. All other warnings and disclaimers before and after registration, login, and use of the Investor Portal.
1.2. To use the TrendScout Investor Portal, you acknowledge that you must successfully complete TrendScout’s onboarding process, including the Startup Landing Page form where applicable. You understand and agree that TrendScout will rely on the responses and confirmations given as part of the onboarding process, which form part of the Startup Terms.
1.3. Connections with Investors are not offered or open to the public in any jurisdiction. Your Agreement to these Startup Terms signifies that you read, understood, and agree that Connection requests are not available to the public in any jurisdiction and that you are only able to connect with Investors, participate in conversations, and use the Investor Portal only after becoming a member of the Investor Portal. Registration and Agreement to these Startup Terms allow membership, which TrendScout may terminate alongside and under these Startup Terms.
2.1. Startups agree to promptly respond to all reasonable due diligence and other reasonable written enquiries of TrendScout from time to time and to provide all necessary information requested to enable TrendScout to conduct a satisfactory level of due diligence on the Startup and create a specific page within the Website (the “Startup Landing Page“, “Pitch“) and on the Investor Portal.
2.1.1. Include the following in the Startup Landing Page:
184.108.40.206. The disclaimer provided by TrendScout;
220.127.116.11. The risk warning provided by TrendScout on the Startup Landing Page and any other promotional materials related to the Startup Landing Page; and
18.104.22.168. Such other information as TrendScout may reasonably require from time to time;
2.1.2. Pass, sign and/or adopt any documentation in such form as TrendScout may from time to time reasonably require to complete the investment round and respond to any queries in this process in a timely manner;
2.1.3. Inform its current shareholders of the proposed transaction following its current Constitutional Documents, and ensure that any necessary consents for the Pitch and the proposed transaction are obtained;
2.1.4. Consider engaging appropriate independent professional advisors with its board of directors to advise the Startup on raising investment via the TrendScout Investor Portal. Such engagement shall be a matter for each Startup. TrendScout shall have no obligation to ensure the Startup receives professional advice nor liability to the Startup or their Investors for any loss if such advice is not taken;
2.1.5. Other than with the prior written consent of TrendScout, not directly or indirectly, in connection with any securities to be made available to members of TrendScout through the Website, permit any offer of such securities to persons outside TrendScout’s membership or permit the communication of any invitation or inducement to engage in investment activity to such person whether on a third-party website or crowdfunding platform or otherwise and the Startup shall indemnify TrendScout and hold TrendScout harmless in respect of any loss, liability, cost, or expense resulting from the same;
2.1.6. Agree to the use of TrendScout, and license to TrendScout, all Startup’s trade names, trademarks, logos, and other intellectual property of or licensed to the Startup as reasonably necessary and/or desirable for facilitating the offer of securities by the Startup through the Pitch to members of TrendScout’s Investor Portal or for the general purposes of the promotion of TrendScout or the Website, and indemnify and hold TrendScout harmless in respect of any loss, liability, cost or expense resulting from TrendScout’s use of the same;
2.1.7. Arrange for those persons who place a Connection request to become investors of the Startup, in cooperation with the Startup’s shareholders, to be issued with or transferred equity on receipt of the Total Investment Fee (as defined below);
2.1.8. Ensure that any marketing materials disseminated by the Startup comply with applicable law and regulation, including displaying risk warnings and, where such marketing materials may be financial promotions, that these are approved in advance by TrendScout before they are published;
2.1.9. Use best endeavours and devote such time and attention as is reasonably necessary to secure a successful Connection with Investors for its Pitch;
2.1.10. Permit a background check provider as selected by TrendScout to carry out a credit and background check on the Startup and to procure permission from all directors and advisors of the Startup for TrendScout to carry out automated background checks on them individually;
2.1.11. Provide TrendScout and Investors with copies of any document, business updates or mass communication (in English or translated into English) following a successful Connection or fundraising. These updates shall be in English and must be sent no less than once a quarter (3 months), in addition to any statutory, constitutional or contractual requirements. And the Startup shall promptly respond to any reasonable requests from TrendScout about the Startup to enable the Startup to update the Investors where necessary.
2.1.12. Complete all necessary statutory and regulatory filings within the applicable period with any court, governmental authority or authority or body required by any jurisdiction applicable to it in respect of the Pitch.
2.1.13. Where the Pitch is, or is planned to be, subject to SEIS and/or EIS tax reliefs, provide TrendScout with the Advance Assurance from HMRC and the application from the Startup to HMRC for such Advance Assurance. It is the Startup’s responsibility to provide all information required to HMRC for such HMRC Advance Assurance, and TrendScout does not offer advice on qualification of SEIS or EIS. If this clause applies, the Startup undertakes to TrendScout and each Investor which is allocated SEIS or EIS tax relief within its raise that it shall use best endeavours to remain a qualifying business for SEIS and/or EIS for a period of three (3) years from the date of the issue of equity.
2.1.14. The Startup agrees that all marketing communications which TrendScout directs the Startup to make following TrendScout’s campaign marketing plan must be approved by TrendScout, and where those communications are sent by the TrendScout, they are distributed by the Startup as a subcontractor of TrendScout. All such marketing communications must be submitted to TrendScout for approval and must contain all information required by Article 27 of Regulation (EU) 2020/1503.
2.2. The Startup shall not:
2.2.1. List a Pitch on another crowdfunding site or raise any other investment or debt financing while a Startup Landing Page on the Website is being prepared or while a Pitch is live and until equity shares are issued or transferred to Investors without the written prior consent of TrendScout;
2.2.2. After a Pitch has closed on the Website, represent any funds received by the Startup at the close of the Pitch as being part of any subsequent fundraising round, other than with the prior written consent of TrendScout;
2.2.3. In any way, manipulate a Pitch and/or Startup Landing Page or knowingly allow a Pitch and/or Startup Landing Page to be manipulated, including without limitation adding and subsequently removing investment, adding multiple investments, or adding investment which is not intended to be paid up;
2.2.4. Remove, or allow to be removed, any investment, in whole or part, made by any person connected with the Startup’s business without the written consent of TrendScout. In this clause 2.2.4, “connected with” means being:
22.214.171.124. a founder or director of the Startup;
126.96.36.199. a person named in the “Team” section of the Startup Landing Page;
188.8.131.52. a spouse, Civil Partner, parent, child sibling of any person included in the categories set out in clause 184.108.40.206 and/or 220.127.116.11;
18.104.22.168. a company, partnership, corporate entity, or investment vehicle of any person included in the categories set out in clause 22.214.171.124 and/or 126.96.36.199;
188.8.131.52. an investor investing as part of the Startup’s cornerstone investment;
184.108.40.206. any advisor, consultant or contractor of the Startup who has any involvement in the Pitch or the Company’s preparations for the Pitch.
It is the Startup’s responsibility to ensure that all potential investors
to which this clause would apply are aware of this restriction and, if required by TrendScout, to pay a deposit which is forfeited if they withdraw their investment and which shall be used to pay any fee payable to TrendScout under clause 4.5;
2.2.5. Market or otherwise offer investment opportunities available on the Website to any investors in a country or jurisdiction where such an offer would be unlawful or would contravene local securities laws or regulations unless otherwise agreed with TrendScout in writing and subject always to the Startup complying with applicable laws and regulations in each territory in which an offer is made. This restriction includes not offering or soliciting equity in the United States unless otherwise agreed with TrendScout and subject always to the Startup complying with applicable laws and regulations in the United States. The Startup does not hold TrendScout liable for any liability or regulatory burden arising in any such country or jurisdiction outside of the United Kingdom and the European Union as a result of the Startup’s equity shares being made available on TrendScout or any marketing activities of the Startup or TrendScout concerning such securities;
2.2.6. Not directly or indirectly solicit or make offers of employment to any employees of TrendScout at any time from the earlier of (1) the date of TrendScout’s engagement until 12 months after the Pitch closes on the Website; and (2) 24 months after TrendScout’s engagement.
2.2.7. Use any Investor Personal Data (as defined in clause 17 below) other than as stated in clause 17 below
The Startup acknowledges, understands, and agrees that TrendScout will not supply confirmations of any transactions or orders that it receives and transmits to the Startup and that the Cooling Off Email (as referenced in clause 4.1.3) shall constitute sufficient and adequate reporting of the service of arranging transactions and the receipt and transmission of Connection requests provided by TrendScout following the FCA Handbook and the Conduct of Business Rules, and consents to the same.
4.1. Subject clause 4.2 below, TrendScout shall:
4.1.1. Use reasonable endeavours to make the Website and Investor Portal available to the Startup for the Pitch and make Successful Connections for which the Pitch is intended;
4.1.2. Use reasonable endeavours to elicit applications from its members to participate in Connections with Investors to invest in the Startup through the Pitch, Investor Portal, and Website by communicating the Pitch as a financial promotion and marketing to members of the Investor Portal;
4.1.3. Send a Cooling Off Email per clause 7.4 to the Investors (unless certain investors have agreed to an alternative subscription process with the Startup); and
4.1.4. Liaise with the Startup and any relevant third parties to ensure the matching and Connection with Investors on TrendScout’s platform. TrendScout has no obligation to transfer funds or make any financial transactions, and there is no guarantee that funds will be transferred.
4.2. TrendScout is under no obligation to list the Startup’s Pitch on the Website and Investor Portal and may reject a Pitch at its absolute discretion. TrendScout may also suspend a Startup Pitch or Startup Landing Page at its discretion.
4.3. TrendScout may recommend using a specific professional advisor to the Startup. In such circumstances, the Startup acknowledges that TrendScout shall have no liability concerning or involvement in the engagement of such advisor by TrendScout, and such relationship will be governed by the terms of engagement between the advisor and the Startup. TrendScout has no responsibility to ensure the Startup takes professional advice nor liability to the Startup for loss if such advice is not accepted.
5.1. TrendScout will charge a cash fee of 5% (which is exclusive of VAT) and 3% converted into equity on all monies raised (collectively “Startup Fees“). The Startup Fees in this clause are subject to clauses 17.3 and 17.4 (if applicable).
5.2. All monies raised or all funds raised means the total amount invested in the Startup through TrendScout’s efforts of successfully matching and connecting Investors within its network and Investor Portal, resulting in an investment (collectively, “Successful Connections“).
5.3. You acknowledge, understand, and agree that ancillary charges or fees may be payable to third parties in connection with Successful Connections, and acknowledge, understand, and agree that such fees are disassociated with these terms. These fees could include but are not limited to legal fees or fees payable to consultants who may assist the Startup prepare its campaign.
5.4. You acknowledge, understand, and agree to pay all processing fees of the Successful Connections, which include any and all fees levied by any third-party money transfer provider, as engaged following clause 1.1.7, and agree to indemnify and hold TrendScout harmless from any loss, liability, cost or expense resulting from the same. This includes any foreign exchange fee if it is required.
5.5. All charges under this clause 4 shall be paid within fifteen (15) days from the date of an invoice from TrendScout and shall be collected by TrendScout by electronic transfer from the Startup either deducted from the drawdown of investment monies or separate electronic transfer from the account connected by the Startup to TrendScout’s account.
5.6. If a Pitch reaches 100% of the initial target investment amount on a primary issue Startup Landing Page or in the case of a secondary sale of equity, where any of the allocations of equity agreed between the parties has been applied for by Investors via the Pitch (in each case meaning that the Pitch is “Successful”) and is cancelled for any reason, including but not limited to withdrawal of investments or breach of these Terms by the Startup, TrendScout will charge the Startup all commissions and fees under this Agreement and any fee agreements.
5.7. If a Pitch is not Successful or otherwise cancelled and a Startup goes on to raise money from TrendScout Investors introduced by TrendScout, TrendScout will charge the Startup all commissions and fees under this Agreement and any fee agreements.
5.8. If a Pitch is not Successful or is cancelled for any reason unless prior written consent has been given by TrendScout (in TrendScout’s absolute discretion), the Startup shall not contact TrendScout’s Investors about the Pitch or otherwise solicit investment from the Investor Portal, unless such TrendScout Investor has independently requested further information from the Startup without solicitation from TrendScout (“Connection Request“). At all times, the Startup shall act following applicable laws and regulations, including data protection and company law. The Startup shall cease to contact or offer investment opportunities to any TrendScout Investor immediately upon request by TrendScout. The Startup shall notify TrendScout before accepting any Connection Request from TrendScout Investors who have been introduced to the Startup by TrendScout and shall pay TrendScout the commission on monies raised from Successful Connections during the twelve (12) month period following cancellation of a Startup Landing Page within fifteen (15) days of receipt of an invoice from TrendScout. Such fee is not payable where the Startup has written evidence (such as an email chain) that the TrendScout Investor was already known to the Startup and was not introduced by TrendScout.
5.9. Additional services, including any marketing agreement, shall be agreed upon separately by the parties by email (or where required by TrendScout, in the form specified by TrendScout, which for marketing services shall set out the type of marketing and/or advertising to be purchased and the cost). Agreement by email shall apply to such additional services, and the Startup shall pay any invoice within fifteen (15) days for such agreed services and/or marketing services before a Pitch goes live on the Website and Investor Portal.
5.10. The Startup is liable for all taxes payable under these Startup Terms, including, without limitation, if there is a change in VAT laws and VAT becomes payable on any fees due to TrendScout.
5.11. If the rules applying to the issue and allotment or transfer of equity that apply to the Startup in its home jurisdiction prevent TrendScout from deducting its commission and fees under this Agreement, then the Startup agrees to pay such costs at the direction of TrendScout, including, but not limited to, paying any applicable payment processing fees to a Notary account before the capital raise is signed in front of the notary.
6.1. In registering on the Investor Portal (the “Registration Process“), you represent, warrant, and undertake that:
6.1.1. You are an individual who is at least 18 years old;
6.1.2. You are legally entitled to represent the Startup; and
6.1.3. Your position in the Startup entitles you to connect and negotiate with Investors on behalf of the Startup.
6.2. You acknowledge, understand, and agree that the Pitch is only available in a country or jurisdiction where it is lawful to access or receive investment offers and to make Connections and in circumstances where it is legal for you to receive Connection Requests on the Investor Portal and where no local or national restrictions exist applicable to you, which would make such Connections unlawful. You also acknowledge that the Startup Pitch is not an offer to the public in the United States or other countries where such an offer may be illegal or require the Investor and/or TrendScout to be registered under such countries’ security laws or otherwise.
6.3. During the Registration Process, you must provide to undertake to provide TrendScout with:
6.3.1. Your full legal name;
6.3.2. Your Startup’s complete registered name;
6.3.3. Your Startup’s registered address;
6.3.4. Your valid and regularly checked email address; and
6.3.5. Any other information requested by TrendScout.
You also acknowledge, understand, and agree to keep the information mentioned above up-to-date and notify TrendScout of any changes accordingly.
6.4. Any email address supplied under clause 6.3.3. above will be verified through a verification email as part of the Registration Process. Temporary and otherwise artificial email addresses may result in your account being suspended or terminated, all Connections cancelled, and posts and Pitch removed.
6.5. The act of complying with clause 6.3. above shall constitute an expressed written confirmation from you to TrendScout that the email address you provided may be used to receive electronic notices, communications, and/or resources from TrendScout, and Connection Requests from Investors.
6.6. You shall comply with such identification and other anti-money laundering requirements that TrendScout may, from time to time, require. In particular, TrendScout may require your identification and information about the Startup’s Pitch being provided we consider in our sole discretion to be substantial.
7.1. The Startup shall make the Pitch available for Investors to place revocable Connection Requests for a period ending on the earlier of:
7.1.1. Connection Requests for all of the equity offered have been placed by Investors on the Investor Portal;
7.1.2. the expiry of a 90-day period (beginning with the date on which the Startup Landing Page becomes live on the Website) or such shorter or longer period in writing between TrendScout and the Startup; or
7.1.3. the date upon which the Startup or TrendScout terminates this Agreement under its terms.
7.2. By placing a revocable Connection Request through the Investor Portal, the Investors have indicated an intention to agree to invest under these Terms and to transfer the Total Investment for the relevant equity in the offer.
7.3. TrendScout shall circulate a Cooling Off Email promptly following the closure of the Pitch to each of the Investors with Successful Connections by email, with a copy of the Startup’s Articles of Association and Legal Review (which shall be in a form agreed with the Startup, acting reasonably). TrendScout shall confirm to the Startup when the Cooling Off Email has been sent and shall provide a list of Investors to whom such email has been sent. The Cooling Off Email shall set out the relevant response required from the Investor to confirm they no longer wish to proceed with their Connection Request. At its discretion, this period to receive a response shall be specified in the email and determined by TrendScout but will generally be seven (7) days. If TrendScout gets no response from the Investor within the specified time, the Investor will be deemed to have confirmed their order and, subject to the completion conditions in 7.4., the Connection Request will become irrevocable and a binding legal contract will be formed between you and the Investor.
7.4. The contract to invest between the Startup and Investor (“Investment Contract“) is subject to the following completion conditions:
7.4.1. the warranties in clause 11.1 and those contained in the Legal Review remaining true in all material respects before completion of the Connection Request;
7.4.2. confirmation by TrendScout of satisfaction of any specific requirements or conditions set out in the Legal Review;
7.4.3. that the Pitch reaches at least 100% of the minimum funding target (“Minimum Investment Amount“); and
7.4.4. that there are no Investor cancellations or failures, which reduce the Pitch progress to 90% or lower;
7.5. TrendScout will determine (acting reasonably) whether the conditions set out in clause 7.4 above are satisfied at any time during the completion process before completion of the Connection Request. If TrendScout determines a condition is not met, TrendScout may, in its absolute discretion:
7.5.1. recirculate the Cooling Off Email to include any additional documents or changes required TrendScout and which shall consist of a further cancellation period; and/or
7.5.2. determine that the Connection Request is cancelled, either before or after the deadline’s expiry in the Cooling Off Email. In these circumstances, if the Cooling Off Email has expired, the investment Contract shall not be complete, and there shall be no legally binding contract, the obligations of the Startup set in this Agreement shall terminate, and the Startup shall not be liable for the payment of any fees or commissions under clause 4.
7.6. If, for whatever reason, the Pitch does not proceed to completion, is cancelled, or the Connection Request is not completed for any reason, the Investor’s Connection Request will be cancelled and will not be transferred to another Pitch or Startup, and no substitute service will be provided. The Startup shall, at TrendScout’s request, cancel the Connection Request made by the Investors and return any monies received from the Investors in connection with the Connection Request (if any monies have been transferred), and shall liaise with TrendScout throughout. The Startup consents to TrendScout releasing such information as is reasonably necessary to the Investors and to communicate with them to allow cancellations of investments and such return of the monies. In such event, the obligations of the Startup set out in this Agreement shall terminate, and the Startup shall not be liable for payment of any fees or commissions under clause 5 subject to:
7.6.1. each relevant Investor’s Connection Request becoming an irrevocable firm order according to clause 7.6;
7.6.2. the conditions set out in clause 7.4 being satisfied; and
7.6.3. receipt of the aggregate Total Investment Fee from the Investors for the investment into the bank account designated by the Startup, the Startup shall complete the acquisition by executing (or procuring the execution of) the relevant transfer documentation.
7.7. Equity shares will be issued or transferred to the TrendScout Investor to hold the beneficial title unless the Startup and TrendScout have agreed to an alternative holding structure which has been disclosed to Investors.
7.8. The Startup and the Investor shall liaise with each other throughout the completion process in good faith and promptly respond to each other upon receipt of any reasonable request.
7.9. TrendScout may assist the Startup with corporate administration matters relating to the investment process to prepare the Startup to raise investment via the TrendScout Investor Portal. TrendScout is not licensed or insured to provide advice to the Startup, and such assistance is not legal, financial or tax advice of any kind and should not be considered by the Startup. If the Startup and/or Investor requires advice and opinions on legal, financial, or tax matters relating to the Startup and/or the Pitch, they should contact an independent professional firm as appropriate.
7.10. The Startup shall be solely responsible for the provision of any rewards advertised on the Pitch, and TrendScout shall not be liable for any delay or failure of the Startup in providing such rewards. The Startup shall indemnify TrendScout in respect of any loss, liability, cost or expense incurred by TrendScout due to the Startup’s failure or delay in providing such rewards.
8.1. Startups not rely upon any advice, representations or requirements of TrendScout concerning the Pitch, and acknowledge, understand, and agree that it is solely responsible for the Pitch complying with all applicable laws and regulations.
8.2. You further acknowledge, understand, and agree that TrendScout is an independent organisation and does not act as an agent or representative of the Startup or any Investor unless explicitly authorised in writing separately to this Agreement. You acknowledge, understand, and agree that it must seek independent advice should it have any legal, financial, regulatory or other concerns about the Pitch.
8.3. You acknowledge, understand, and agree to all reasonable requirements of the investment process required by TrendScout from time to time in respect of regulatory and/or legal compliance concerning the investment process and the Pitch and shall provide all such information and documentation that TrendScout requires to ensure such compliance in English.
8.4. You must ensure that information contained within the Pitch that includes an indication of past performance satisfies the following conditions:
8.4.1. the indication is not the most prominent feature of the communication;
8.4.2. the information includes appropriate performance information which covers the lesser of the period from establishment or the preceding five (5) years, and in every case (where possible), that performance information must be based on and show complete 12-month periods;
8.4.3. the reference period and the source of information are clearly stated; and
8.4.4. the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results.
8.5. You must ensure that information within the Pitch that contains an indication of future performance satisfies the following conditions:
8.5.1. it is not based on and does not refer to simulated past performance;
8.5.2. it is based on reasonable assumptions supported by objective data; and
8.5.3. it contains a prominent warning that such forecasts are not a reliable indicator of future performance.
8.6. You undertake, warrant, and represent that all text, content, images, pdfs, and any other materials or statements that are included on the Pitch or available via the Pitch, including in the forums, downloads (including without limitation in the Legal Review), and updates are true, accurate and not misleading, do not breach any laws or regulations, do not infringe the rights of any third party, including, without limitation, not being defamatory or unjustifiably denigrating of any person; not invading third party rights to privacy and not infringing any third party intellectual property right and that the same are otherwise a transparent and fair representation of the Startup or in the event of an opinion or intention, is made after careful consideration and is honest and made on reasonable grounds.
8.7. You shall ensure that the Pitch contains adequate risk warnings concerning the investment for the Investor and should not include any emphasis on any benefits to the Investor without a fair and prominent indication of the relevant risks. You acknowledge, understand, and agree that the Pitch will be reviewed by TrendScout members generally and that you should assume that information included in your Pitch will not necessarily be kept confidential. You acknowledge, understand, and agree that it alone shall bear all responsibility for the content of the Pitch, the Warranties and any disclosures in respect of such Warranties, and shall indemnify and hold TrendScout harmless from any loss, liability, cost or expense resulting directly or indirectly from the same. In addition, you acknowledge, understand, and agree that you shall use reasonable endeavours to ensure that the Pitch contains all information that would be relevant to a potential Investor of your Startup, to the extent reasonably practicable, that the Pitch is regularly monitored and kept up to date, and shall ensure that any relevant updates are adequately communicated to current and prospective Investors either through the Investor Portal, the Cooling Off Period, or via email.
9.1. As a member of TrendScout’s Investor Portal, you acknowledge, understand, and agree that the Investor Portal is intended as a service to Startups to connect and communicate with Investors and that TrendScout’s investigation of the Startups and the content of their Pitches and content on their Startup Landing Page have been limited and depends upon the disclosure, feedback, and responses of the member Startups, and accordingly that TrendScout makes no warranties or representations and assumes no liability in respect of the member Startups or the contents of their Startup Landing Pages and/or Pitches.
9.2. You warrant, represent, and undertake to TrendScout (in its own capacity and on behalf of Investors) that:
9.2.1. you shall comply with any terms and conditions associated with the use of the Investor Portal on the Website and acknowledge, understand, and agree that TrendScout will, in its absolute discretion, have the power to determine whether any posts breach this clause;
9.2.2. all information disclosed to TrendScout, Investors, and site users at any time, including the Warranties, is true, accurate, not misleading and does not infringe any laws, regulations, or the rights of any third party, including intellectual property rights;
9.2.3. in advance of a Pitch and Startup Landing Page going live on the Website and throughout the duration of the Pitch and until monies are drawn down from the Investors to your Startup, you disclose to TrendScout all debt, fully diluted equity issued and options granted or contemplated, any civil or criminal litigation and threats of litigation and all other material issues impacting upon your Startup (and the Startup’s directors, employees, and contractors) which could reasonably be considered to be a factor in an investment decision by a retail, sophisticated or institutional investor;
9.2.4. any opinion or intention expressed by you to TrendScout, Investors or on the Pitch and/or Startup Landing Page is made after consideration and is fair and made on reasonable grounds, and any forward-looking statement is based upon objective assumptions;
9.2.5. you have the right and power to enter into this Agreement and to offer the investment opportunity on TrendScout, and entering into this Agreement will not contravene, breach or conflict with the Startup’s constitutional documents or any agreement binding on it with a shareholder, lender or otherwise;
9.2.6. no litigation, arbitration or administrative proceedings are taking place, pending or, to the best of your knowledge, threatened against the Startup, any of its directors or any of its assets;
9.2.7. before the Pitch and Startup Landing Page goes live, you have disclosed its fully diluted equity capital (as set out in clause 2.1.4. above) and that any valuation and equity offered reflects the fully diluted equity capital of the Startup and that this will not change until completion of the funding and issue or transfer of equity;
9.2.8. you have obtained consent or waiver from any and all existing shareholders who have pre-emption rights for the Startup to carry out this fundraising and proposed equity transfer;
9.2.9. the Startup is the sole legal and beneficial owner and has good, valid and marketable title to all its assets, including but not limited to any intellectual property materially utilised by the Startup;
9.2.10. the Startup is solvent and able to pay all of its debts as they fall due, and no director of the Startup has any criminal conviction or criminal proceedings against them; no director is subject to bankruptcy proceedings or bankrupt; no director has been a director and shareholder of a liquidated company that has gone into liquidation and transferred its assets to a phoenix company of which the director is also a director and shareholder;
9.2.11. you have procured permission from all directors and advisors named on the Pitch that TrendScout may also carry out automated background checks on the Startup using a third-party provider; and
9.2.12. if you represent that the Pitch is SEIS and/or EIS qualifying or pending SEIS and/or EIS, the Startup and the investment opportunity qualify for SEIS and/or EIS at the time of the Pitch.
9.3. TrendScout has no liability for and does not guarantee that the Startup will meet its funding target due to a Pitch and Startup Landing Page on the Website and Investor Portal. TrendScout has no responsibility for Investors who do not proceed with completing their investment resulting from a Connection Request either before or following receipt of the Cooling Off Period email to Investors. You acknowledge, understand, and agree that the purchase of equity shares or securities is an agreement between you and the Investors and that TrendScout is only a party to the Agreement in its capacity to make Connections and cannot enforce payment by Investors and is not liable for payment of any monies raised resulting from Successful Connections on the Investor Portal.
9.4. You acknowledge, understand, and agree that the approval of the Pitch as a financial promotion, marketing and communication by TrendScout, or the proposed investment in a Startup by any officer or employee of TrendScout or its affiliates is not an indication of approval of the Pitch generally and does not indicate that TrendScout advises investment in the Pitch. You confirm that it shall take no inference from or make any reference to the same.
9.5. TrendScout makes no warranty to the Startups and Pitches on the Website and Investor Portal.
9.6. TrendScout’s entire liability under these Startup Terms is limited to the amount of commission and fees received by TrendScout hereunder. Under no circumstances shall TrendScout be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under these Startup Terms for:
9.6.1. any economic losses including, but not limited to, loss of revenues, profits, contracts, business, or anticipated savings); or
9.6.2. any special, indirect, or consequential losses, whether or not such losses were known to the parties at the commencement of these Startup Terms.
Nothing in these Startup Terms shall limit TrendScout’s liability for fraud or any loss that would be unlawful to exclude.
9.7. Any money, equity or asset held by TrendScout (or any subsidiary or holding company of TrendScout) for the Startup shall be held by all applicable rules in the FCA Handbook. TrendScout’s client money bank account is a non-interest-bearing bank account.
10.1. Subject to clause 10.3, the Agreement constituted by these Startup Terms between TrendScout and the Startup shall terminate and cease to be effective upon the Startup serving seven (7) business days’ written notice on TrendScout at TrendScout’s registered office or email address firstname.lastname@example.org confirming such termination.
10.2. TrendScout may terminate this Agreement at any time if:
10.2.1. TrendScout determines that the Startup has breached these StartupTerms or the Warranties or completion conditions in the Legal Review;
10.2.2. TrendScout suspects that the officers of the Startup have been involved in any criminal activities;
10.2.3. the Startup becomes insolvent;
10.2.4. TrendScout suspects that the financial promotion is no longer accurate or suitable; or
10.2.5. on the service of seven (7) business days’ written notice to the Startup.
10.3. If a Startup has an outstanding or incomplete Connection Requests from Investors which has been resolved following clause 7, the Startup may only terminate this Agreement if it has firstly served written notice by email on TrendScout and secondly has withdrawn its Pitch and Startup Landing Page from the Website and Investor Portal. If a Cooling Off Email has been issued, the Startup may only terminate this Agreement if the period contained in the Cooling Off Period has not yet expired, and the Startup has instructed TrendScout to communicate a cancellation to all potential Investors.
10.4. Once a Successful Connection has been made with an Investor following the expiry of the Cooling Off Period, an Investment Contract is created between the Startup and the Investor for the issue of equity direct on such terms as are agreed with the relevant Investors and the Startup is bound to complete the equity issue. Trendscout shall have no further obligations or involvement in the investment or the Startup.
11.1. Should a Startup have any complaints or queries about the services provided by Trendscout or these Startup Terms, it should contact TrendScout on 0203 372 4223 or via email to email@example.com.
11.2. Complaints may be addressed directly to the UK Financial Ombudsman Service.
11.3. Startups are treated as customers of TrendScout and therefore have the potential to be compensated out of the Financial Services Compensation Scheme established and operated by the FCA if TrendScout should fail in its conduct of FCA-regulated activities.
11.4. Communications with, to or from TrendScout shall be in the English language.
12.1. You hereby acknowledge, understand, and consent to the performance of the services by TrendScout under these Startup Terms beginning as soon as this Agreement is made between the Startup and TrendScout and that other than as set out in this Agreement, the Startup has no right of cancellation.
12.2. TrendScout may suspend or cancel the provision of service under these Startup Terms, including either not listing a Pitch on the Website and/or Investor Portal or removing a Startup Landing Page or suspending a Pitch from the Website and/or the Investor Portal if, in TrendScout’s opinion, the Startup is not or may not be operating in compliance with any applicable laws or regulations; if the Pitch and documentation provided by the Startup mean that TrendScout cannot approve the Pitch and/or Startup Landing Page as a financial promotion, marketing, and communications; or the Startup is, in the opinion of TrendScout, in breach of these Startup Terms.
No failure or delay by a party to exercise any right or remedy provided under these Startup Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of any other right or remedy.
Nothing in these Startup Terms is intended to or shall be deemed to establish any partnership or joint venture between TrendScout, Investors, and Startups, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
15.1. A Startup’s membership in TrendScout’s Investor Portal is non-transferable, and the provisions of these Startup Terms shall not be assigned, transferred, mortgaged, charged, or otherwise encumbrance by a Startup without the written consent of TrendScout. TrendScout may assign these Startup Terms without restriction or consent.
15.2. No variation of these Startup Terms shall be effective unless it is in writing and signed by TrendScout, Investors, and Startups (or their authorised representatives). Where there is a conflict between the provisions of these Startup Terms and an alternative agreement or amendment to these Startup Terms that are in writing and signed by the parties, such alternative written and signed Agreement shall prevail.
16.1. Any notice or other communication required to be given to a party in connection with these Startup Terms shall be in writing. It shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party under these Startup Terms. The email address for the service of notice (under these Startup Terms) on TrendScout is firstname.lastname@example.org.
16.2. Any notice or communication shall be deemed to have been received if delivered by hand, or signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second Business Day after posting or the time recorded by the delivery service.
17.1. This Agreement, together with any terms agreed in any written and signed engagement agreement entered into by the Startup and TrendScout before the date of this Agreement (an “Engagement Agreement“) and, if applicable, the Startup’s Nominee Terms, set out the entire Agreement and understanding between the parties in respect of the subject matter of this Agreement.
17.2. Save as specified in clause 17.3, if there is any ambiguity or conflict between this Agreement’s provisions and any Engagement Agreement, the provisions of this Agreement shall prevail between the parties.
18.1. Save as permitted by clause 18.2, both TrendScout and the Startup undertake that they shall not at any time during the term of these Startup Terms and a period of two years thereafter disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or any member of the other party’s group of companies.
18.2. The Startup may disclose TrendScout’s confidential information:
18.2.1. to its employees, officers, representatives or advisers who need to know such information to carry its obligations under these Startup Terms. TrendScout shall procure that its employees, officers, representatives or advisers to whom it discloses the Startup’s confidential information comply with this clause 18; and
18.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.1. In this clause, the following definitions apply:
19.1.1. Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation (“GDPR“) as applicable.
19.1.2. Data Subject: an individual who is the subject of Personal Data.
19.1.3. Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation and relates only to personal data, or any part of such personal data, of which TrendScout is the Data Controller and concerning which the Startup is providing services under these Startup Terms.
19.1.4. Data Processing and Processor: have the meaning set out in the Data Protection Act 2018 or the General Data Protection Regulation as applicable.
19.2. Subject to clauses 19.3, 19.4 and 19.5, during a live Pitch and/or Startup Landing Page and before a Successful Connection completes, TrendScout is the Data Controller, and the Startup is the Data Processor of any Personal Data of a TrendScout user and the following shall apply during this period before completion:
19.2.1. the Startup shall process the Personal Data only to the extent, and in such a manner, as is necessary to respond to Connection Requests about the Pitch and following TrendScout’s instructions from time to time and shall not process the Personal Data for any other purpose and must give TrendScout user’s an express opt-out to receiving further communications for that purpose.
19.2.2. the Startup shall not add TrendScout user’s Personal Data to any general marketing email lists or otherwise; and
19.2.3. the Startup will keep a record of any processing of Personal Data it carries out.
19.3. Upon completion of the Pitch and issue or transfer of equity shares to the Investor, to enable the Startup to administer its share register, manage corporate actions and provide investor updates, TrendScout shall give the Startup a complete list of Investors and associated Personal Data, including name, email address, and address. At that point, the Investor becomes the Data Controller of all Personal Data held by it about those Investors, and the Startup shall delete all other Personal Data received from TrendScout users who have completed a Successful Connection. The Startup shall be the Data Controller to such retained Personal Data and, as such, is responsible for compliance with all applicable data protection laws, including the GDPR.
19.4. If the Connection is not Successful, the Startup shall irretrievably delete all Personal Data received from TrendScout.
19.5. The Startup shall process the Personal Data as follows:
19.5.1. only on documented instructions from the Data Controller, including concerning transfers of Personal Data to a third country or an international organisation, unless required by Union or Member State law to which the Data Processor is subject. In such a case, the Startup shall inform the Data Controller of that legal requirement before processing unless that law prohibits such information on substantial grounds of public interest;
19.5.2. persons authorised to process the Personal Data shall have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
19.5.3. using all security measures required according to Article 32 of the GDPR, including without limitation, that the Personal Data is secure, anonymised were possible and encrypted;
19.5.4. taking into account the nature of the processing, assists the Data Controller with appropriate technical and organisational measures, insofar as this possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights to access data and other rights; and
19.5.5. at TrendScout’s request, the Startup shall provide to TrendScout a copy of all Personal Data held by it in the format and on the media reasonably specified by TrendScout.
19.6. The Startup shall promptly comply with any request from TrendScout requiring the Startup to amend, transfer or delete the Personal Data.
19.7. If the Startup receives any complaint, notice, or communication which relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) and the data protection principles set out therein, it shall immediately notify TrendScout. It shall provide TrendScout with full cooperation and assistance concerning any such complaint, notice, or communication.
19.8. The Startup shall not transfer the Personal Data outside the European Economic Area without the prior written consent of TrendScout (not to be reasonably withheld).
19.9. The Startup shall promptly inform TrendScout if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Startup will restore such Personal Data at its own expense. The Startup shall notify TrendScout immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.
19.10. TrendScout is entitled to inspect or appoint representatives to inspect all facilities, equipment, documents, and electronic data relating to processing Personal Data by the Startup. The Startup shall give access to the Startup’s systems and all data for audit of Personal Data and compliance with these Startup Terms and Privacy Impact Assessments.
20.1. These Startup Terms 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 under the law of England and Wales.
20.2. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Startup Terms or its subject matter or formation (including non-contractual disputes or claims).
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