CODE OF CONDUCT & TERMS OF USE
BY THE INVESTOR
Introduction
Terms
These Terms and Conditions will apply to each person ("Investor") who wishes to access and use the Seed Capital Investment Website ("Website") in order to view template documents submitted by potential entrepreneur's ("Subscribers") regarding their inventions, business ideas or commercial projects ("Business Summaries") which require investment. The Business Summaries are made available on the Website by Seed Capital Investment Limited ("the Website Owner").
In order to access and use the Website, all Investors must accept these Terms and Conditions by clicking the ‘I accept' button. Upon such acceptance, each Investor will be given a unique login ID which will, for the purpose of security be monitored and tracked by the Website Owner.
The Website Owner may change these conditions at any time by posting new or amended conditions on the Website. Investor's continued use of the Website after any changes are posted means that the Investor has accepted that they are bound by the new or amended conditions. The Investor must therefore check the Website's conditions regularly.
Seed Capital Investment Ltd. does NOT offer any investment advice or recommendations to Investors and people seeking investment opportunities through our website.
Seed Capital Investment does NOT facilitate NOR take part in any financial negotiations between Investors, Sellers, Buyers and Entrepreneurs.
Seed Capital Investment does NOT guarantee funding for business plans submitted through our website.
1. DESCRIPTION OF SERVICE
1.1 The Website Owner provides a database of profiles of Subscriber Business Summaries and other business opportunities and events which will be accessible by the Investor ("Service").
1.2 If the Investor is interested in a Business Summary they may, through the Website Owner, request a full business plan ("Business Plan") from the Subscriber and thereafter may ask to be introduced to the Subscriber.
1.3 The Website Owner does not arrange meetings between the Investor and Subscriber.
1.4 The Website acts solely as a tool for the Investor to find opportunities that match their investment preferences and the Website Owner shall not be liable for any transaction or arrangement consequently made between an Investor and a Subscriber.
2. RESPONSIBILITIES OF THE INVESTOR
2.1 In order to obtain login to the Website and gain access to the Service the Investor agrees to provide accurate, complete personal information as requested. It is the responsibility of the Investor to provide updated personal information.
2.2 The Website login may only be used by the designated Investor, shared access is not permitted. Investors may not assign or transfer their login details.
2.3 Access to the Website is provided subject to the condition that there is no breach of this agreement or fraudulent use of the Services by the Investor. It is not permitted to re-arrange, tamper with or make any connection to the Website by any trick, scheme, false representation or other fraudulent means.
2.4 The Investor agrees to (i) immediately notify the Website Owner of any unauthorized use of their login ID or any other breach of security, and (ii) ensure that they exit from the Services at the end of each session.
2.5 The Investor agrees to maintain and promptly update its personal information to keep it true, accurate, current and complete. If the Investor provides any information that is untrue, inaccurate, not current or incomplete, or the Website Owner has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Website Owner has the right to suspend or terminate the Service available to the Investors and refuse any and all current or future use of the Service (or any portion thereof).
2.6 The Investor will have full use of the Service after paying a subscription fee and shall receive no monetary compensation from the Website Owner for subscribing.
2.7 By using the Website the Investor may access third party material or third party websites. The Investor understands that all third party information, data, text, software, sound, photographs, graphics, video, messages or other materials (the " Third Party Content") on or accessible via the Website, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Third Party Content originated.
2.8 The Investor understands that the Website Owner does not control the Third Party Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Third Party Content.
2.9 The Investor understands that by using the Service, they may be exposed to Third Party Content that is offensive, indecent or objectionable. Under no circumstances will the Website Owner be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content, or for any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, emailed, transmitted or otherwise made available via the Service.
2.10 The Investor agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, use of the Service, or access to the Service, including any of the Subscriber's or Website Owner's intellectual property rights or any person firm or corporation having posted information for availability through the Service.
2.11 The Investor may not market, promote or sell any good or products, services or supplies to Subscribers.
2.12 The Investor understands that the Website Owner does not recommend one Business Summary over another.
2.13 The Investor shall subscriber to the service at a fee. The investor shall pay all fees due promptly on request; access to the Template Documents and permission to view submitted Business Plan shall be restricted unless payment of the appropriate fee has been met in full. Fees are subject to VAT (where applicable). Fees are not refundable in any circumstances.
3. RESPONSIBILITIES OF THE WEBSITE OWNER
3.1 Upon receipt of personal information, including but not limited to verifiable name and address, from the Investor and subscription fee, the Website Owner will enable each Investor to login to the Website.
3.2 The Website Owner will protect and restrict use of the personal information supplied by the Investor in accordance with its published privacy policy. The Website Owner may send out information by email from time to time. The Website Owner may be required to disclose personal information in order to comply with its legal obligations.
3.3 The Website Owner will manage the Website and enable the Business Summaries, Business Plans and other business opportunities to be made available for viewing by carefully selected Investors.
3.4 If the Investor is interested in one of the Business Summaries it will communicate its interest to the Website Owner who will facilitate through the website an initial contact between the Investor and the Subscriber.
3.5 The Website Owner will do his best within reasonable means to screen, evaluate or scrutinize the Business Summaries and Business Plans. Once the initial contact has taken place the Website Owner will not have any responsibility for any legal arrangements, collaboration or other dealings between the Investor and a Subscriber.
4. FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA)
4.1 The Investor is deemed at all times to have represented and warranted to the Website Owner that he is a ‘Certified High Net Worth Individual', or ‘Self Certified Sophisticated Investor' as defined by the FSMA, or are non-UK residents (in which case they must act in conformity with any relevant laws in their country of residence).
4.2 Investment in new businesses carries high risks as well as the possibility of high rewards. Such investments are highly speculative and the Investor is strongly advised to take advice from a person authorized under the FSMA who specializes in advising on investments of this kind. The Website Owner cannot advise on the merits or risks of investments and are not authorized to arrange transactions or circulate offer documents under the FSMA.
4.3 To the best of the knowledge and belief of the Website Owner, the Website Owner in providing the Website is not making and does not intend to make regulated financial promotions for the purpose of FSMA and no representation or warranty is made to that effect and the attention of the Subscriber is drawn to clause 4.4 below.
4.4 The Investor accepts full responsibility for compliance with applicable laws relating to (among other things) FSMA when dealing with any Business Summary or Business Plan and where required Investors are advised to seek appropriate independent advice.
5. COMPLAINTS AND SANCTIONS PROCEDURE
5.1 Any complaints by the Investor must be referred to the Website Owner, who shall have all the powers of an arbiter.
5.2 The Website Owner will deal with issues raised expeditiously and where necessary, call upon evidence.
5.3 Sanctions available to the Website Owner will include the following: (i) removing login access to the Website from Investors; (ii) referring the matter to the appropriate law enforcement agency, where the issue is of a criminal or illegal nature; (iv) referring the matter to a court of competent jurisdiction if the issue necessitates the same (e.g. requires an injunction, seizure or similar judicial measure).
6. INDEMNITY AND WAIVER
6.1 The Website Owner expressly prohibits the use of the Website by the Investor for any purpose which may be unlawful in the United Kingdom or Kenya.
6.2 The Investor agrees to keep the Website Owner indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by the Investor of any part of the Website or any information embodied in it.
6.3 Failure by the Website Owner to take action in respect of any breach by the Investor of these Terms and Conditions shall not prevent the Website Owner from taking future action in respect of the same breach or any other breach by the Investor of these conditions, unless the Website Owner agrees to the contrary in writing.
6.4 If any of these conditions are held to be unenforceable it will not affect the validity and enforceability of the remaining conditions.
7. EXCLUSION OR WARRANTIES AND LIABILITY
7.1 The Investor's use of the Service is at its sole risk. The Service is provided on an ‘AS IS' and ‘AS AVAILABLE' basis. The Website Owner expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
7.2 The Website Owner makes no warranties that (i) the Service will meet the Investor's requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free and (iii) the results or outcome that may be obtained from the use of the Service will be valuable, accurate or reliable.
7.3 Any material downloaded or otherwise obtained through the use of the Service is done at the Investor's sole discretion and risk and the Investor will be solely responsible for any damage to it's computer system or loss of data that results from the download of any such material.
7.4 The Third Party Content of the Website is for information only and meant as general information not advice. If the Investor has any particular query in relation to a Business Summary or Business Plans then the Investor must seek advice from its own professional advisors.
7.5 The Website Owner gives no warranty in respect of any links or third party websites referred to in the Third Party Content of the Website.
7.6 The Investor expressly understands and agrees that the Website Owner shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Website Owner has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorised access to or alteration of transmissions or data by the Investor; (iv) statements or conduct of any third party on the Service; (v) any agreement, understanding or relationship the Investor enters into with any of the Subscribers or any other person or entity with whom it has been put in contact with through the Website; or (vi) any other matter relating to the Service.
7.7 The Investor agrees that these exclusions and limitations are reasonable in the circumstances.
7.8 In the event that any exclusion of liability is held by a court of competent jurisdiction to be unlawful, but that liability may be lawfully limited, the Website Owners' aggregate total liability to any Investor for all such damages and losses shall be limited to L1,000.
8. INTELLECTUAL PROPERTY
8.1 All rights, including copyright and database rights, contained in the Website belong to or are licensed to the Website Owner.
8.2 The Investor may not copy any part of the Website, a Business Summary or Business Plan or carry out any other act which is protected by copyright or extract or re-utilize the whole or any substantive part of the Third Party Content of the Website other than: i) printing in hard copy form portions of the Website for personal use; ii) downloading any page from the Website for personal use only; iii) storing pages from the Website in a cache or temporary retrieval system for the sole purpose of personal viewing off-line. These consents do not permit the Investor to modify any of the Website's Third Party Content or to use it in any commercial context without the Website Owner's prior written consent.
8.3 The Investor acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Investor further acknowledges and agrees that Third Party Content contained in sponsor advertisements or information presented to it through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The Investor agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service the Third Party Content or the software, in whole or in part.
8.4 The Website Owner grants the Investor a personal, non-transferable and non-exclusive right and license to use the Service; provided that the Investor does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Website, the Business Summaries or Business Plans, the software or the Third Party Content. The Investor agrees not to modify the software in any manner or form, or to use modified versions of the Website or the software including (without limitation) for the purpose of obtaining unauthorized access to the Service. The Investor agrees not to access the Service by any means other than through the interface that is provided by the Website Owner for use in accessing the Service.
9. CONFIDENTIALITY
9.1 Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is: (a) identified as confidential at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
9.2 The Investor shall protect the Confidential Information of the Subscriber and Website Owner against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
9.3 Confidential Information may be disclosed by the Investor to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
9.5 The obligations of confidentiality in this clause 10 shall not be affected by the expiry or termination of this agreement.
10. MODIFICATIONS TO SERVICE
The Website Owner reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). The Investor agrees that the Website Owner shall not be liable to the Investor or to any third party for any modification, suspension or discontinuance of the Service.
11. TERMINATION
The Investor agrees to remain bound by these Terms and Conditions (as amended from time to time) for as long as he remains an Investor and wishes to use the Website or the Service unless the Website Owner terminates, suspends or otherwise limits his access to the Website.
12. NOTICE
Notices to the Investor may be made via e-mail, fax or post. The Service may also provide notices of changes to the Terms and Conditions or other matters by displaying notices or links to notices to the Investor generally on the Service.
13. GENERAL
13.1 These Terms and Conditions represent the entire agreement between the Investor and the Website Owner relating to the subject matter hereof, and supersedes any prior understanding or agreements regarding the Website.
13.2 All disclaimers, indemnities, exclusions and limitations set out in the Terms and Conditions shall survive termination
13.3 It is not intended that any provision in this agreement shall be enforceable by any third party and the Contracts (Rights of Third Parties) Act 1999 shall be excluded.
14. GOVERNING LAW These Terms and Conditions shall be governed by, and construed in accordance with the laws of England and Kenya and any dispute arising from this agreement shall be determined by the courts of England, Wales and Kenya.
Phone +441708680537, Email info@seedcapitalinvestment.com