Terms and Conditions

USE OF PORTAL TERMS AND CONDITIONS

Non authorised use of the Navigate Connect Portal is strictly prohibited. These Navigate Connect Portal Terms and Conditions (the “T&C”) are supplemental to the Membership Terms and Conditions already entered into by Navigate Connect Members to gain access to the Navigate Portal (the “Membership Agreement”).   You have been authorised by a Navigate Connect Member as a Designated Person (as defined below) and by entering the Navigate Portal you agree to be bound by the T&C and the applicable Membership Agreement.  In the event there is a conflict between the Agreement and the T&C, the Membership Agreement will prevail.

 

DEFINITIONS AND INTERPRETATION

Words and expressions shall have the following meanings unless context requires otherwise.

“Affiliates” means officers, directors, employees, beneficiaries, or subsidiaries or any affiliates of the foregoing;

“AML” means anti-money laundering requirements under Applicable Regulation;

“Applicable Regulation” means all laws, rules, regulations, and codes of practice as applicable to any party in relation to this Agreement, including without limitation FSMA and the FCA Handbook.

“Appointment Representative(s)” shall have the meaning ascribed to it in the FCA Handbook;

“Best Industry Practice” means using standards, practices, methods and procedures, including but not limited to, guidance and practices, and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a highly skilled and experienced person engaged in a similar undertaking under the same or similar circumstances;

“Company” means Frank Investment Limited

“Company Intellectual Property” means all intellectual property rights or other proprietary rights owned by the Company;

“Confidential Information” means any and all information in whatever form that is obtained through the Navigate Connect Services and Navigate Connect Portal but does not include information that was already in the Navigate Connect Member’s possession prior to the date of this Agreement and has not been obtained in violation of any obligation to the Company;

“Deal Participation Fee(s)” means the fee as outlined in the Membership Agreement;

“Deal Proposal” means a deal proposed by Navigate Connect Member to be included on the Navigate Connect Portal, including without limitation any deal in which the Navigate Connect Member may be acting in the capacity of introducer, adviser or sub-adviser, and/or arranger or in any other capacity as agreed with the Company;

“Designated Person(s)” means officers, directors, employees, or consultants of the Navigate Connect Member, which such Navigate Connect Member designates as a user of Navigate Connect.

“Effective Date” means the date of this Agreement;

“FCA” means the Financial Conduct Authority or any successor regulatory body.

“FCA Handbook” means the FCA Handbook of Rules and Guidance as amended from time to time setting out rules, guidance and other provisions made by the FCA under the powers given to it under FSMA.

“Fees” means the Membership Fee, Deal Participation Fee, and Introduction Fee.

“FSMA” means the UK Financial Services and Markets Act 2000 or any successor legislation.

“GDPR” means the General Data Protection Regulations 2018 (“GDPR”), any applicable codes of practice and any applicable law supplementing, amending, or replacing the General Protection Regulation or otherwise relating to data protection in the UK;

“Introduction Fee” means the fee as outlined in the Membership Agreement

“Investor Mandate(s)” means a mandate proposed by a Navigate Connect Member to be included on the Navigate Connect Portal, on behalf of an investor or investors seeking opportunities including without limitation any mandate in which the Navigate Connect Member may be acting in the capacity of introducer, adviser or sub-adviser, and/or arranger or in any other capacity as agreed by the Company;

“KYC” means know your customer requirements under Applicable Regulation;

“Member Confidential Information” means information provided by the Navigate Connect Member that the parties have agreed not to disclose as more fully described in Section 6 below.

“Member Lead Adviser” means a Navigate Connect Member that is the main party in the capital raise (or other transaction), including a Deal Proposal, that is introduced to Navigate Connect.  The Member Lead Adviser may also include the Company where applicable;

“Membership Agreement(s)” means membership agreements entered into between the Company and each Navigate Connect Member.

“Membership Fee (s)” means the fee paid by each Navigate Connect Member for the Navigate Connect Services, as outlined in the Membership Agreement.

“Navigate Compliance Limited” the licensor of Navigate Connect.

“Navigate Connect” means the Navigate Connect Services provided by Franck Investments Limited and the Navigate Connect Portal, provided by the Company though its licence arrangement with Navigate Compliance Limited;

“Navigate Connect Member(s)” means the members of Navigate Connect that have entered into a membership agreement with the Company and whose names will be displayed in the Navigate Connect Portal unless agreed otherwise with the Company;

“Navigate Connect Portal” means this website which contains the Navigate Connect Services and which lists Navigate Connect Members, prospective deals and investor mandates introduced either by the Company or Navigate Connect Members and third-party service providers, that may provide services to Navigate Connect Members;

“Navigate Connect Services” means any services provided by the Company and made available via the Navigate Connect Portal, as more fully described in Membership Services below;

“Principal Firm” means a firm that is a party to a contract with an Appointment Representative, as more fully described in the definition of “principal”. Applying the relevant context, outlined in the FCA Handbook;

“Referral Fee” means the fee as outlined in Schedule 2;

“Success Fee” means the fee received either in cash or any other form for the completion of the deal or any part of the deal that was completed via Navigate Connect and or its Members.

“Term” means from the Effective Date to and the Termination Date of the Membership Agreement;

“Termination Date” the date in which this Membership Agreement is terminated in accordance with Section 8 below.

 

  1. DESCRIPTION AND MEMBERSHIP OF NAVIGATE CONNECT
    • As part of its membership of Navigate Connect Services, each Navigate Connect Member elects you as a Designated Persons in accordance with its Membership Agreement. Each Designated Person shall receive a separate login and password and it is the responsibility of the Navigate Connect Member and the Designated Person to ensure that each Designated Person understands its obligations and responsibilities under the terms of the relevant Membership Agreement including, without limitation, Section 3 non-circumvent and Section 6 Confidentiality, and that such obligations and responsibilities continue after such person is no-longer a Designated Person. The Navigate Connect Member and/or the Designated Persons shall not share any password or other access to the Navigate Connect Portal with any third party including its Affiliates that are not Designated Persons.
    • Each Designated Person undertakes and agrees to use the Navigate Connect Portal in compliance with these T&C and by employing Best Industry Practice. Use of the Navigate Connect Portal contrary to the Membership Agreement and T&C is strictly prohibited. Neither the  Navigate Connect Member nor their Designated Persons may use the website in a manner that copies or stores content, or collects information about the Navigate Connect Members without their consent.

 

  1. MEMBERSHIP SERVICES
    • Navigate Connect Members including their Designated Persons may use the Navigate Connect Portal to:
      • connect with other Navigate Connect Members;
      • gain access to Investor Mandates or Deal Proposals listed on the website or otherwise introduced by other Navigate Connect Members;
      • participate in Investor Mandates, Deal Proposals and any other deals that a Navigate Connect Member may offer;
      • have access to third party providers and consultants which include, without limitation, to facilitate a deal process;
      • introduce deals in order to find another Navigate Connect Member or other connected party to act as Member Lead Adviser (“Introduced Only Deal”);
      • obtain standard templates required for the business processes, in areas such as HR, operations, compliance, and other policies;
      • gain access to market commentary; and
      • any ancillary services that may be introduced from time to time and form part of the relevant Membership Agreement

 

  1. INVESTOR MANDATES AND DEAL PROPOSAL UNDERTAKINGS
    • The Navigate Connect Member may request that the Company includes an Investor Mandate or Deal Proposal on the Navigate Connect Portal as outlined by the Membership Agreement.
    • The Navigate Connect Member represents and warrants each time they introduce an Investor Mandate or Deal Proposal, and for the period of time such Investor Mandate or Deal Proposal is included on the Navigate Connect Portal, that:
      • they have the authority to include such Investor Mandate or Deal Proposal on the Navigate Connect Portal;
      • to the best of their knowledge and belief, all the information that is provided is true and accurate in all material respects and is not misleading;
      • to the extent the Navigate Connect Member and their Designated Person is actively engaged/or involved in any such Investor Mandate or Deal Proposal, it has undertaken or will undertake any necessary due diligence, KYC and AML in respect of such Investor Mandate or Deal Proposal; and
      • by the inclusion of an Investor Mandate or Deal Proposal on the Navigate Connect Portal, the Company or Navigate Connect shall not breach any legal or regulatory provision or requirement relating to the Investor Mandate or Deal Proposal including without limitation any non-disclosure or confidentiality provision.

Notwithstanding the foregoing, the Company in its sole discretion reserves the right not to include an Investor Mandate or Deal Proposal on the Navigate Connect Portal.

  • Each Navigate Connect Member and their Designated Persons further acknowledge and agree that:
    • to gain access to any Investor Mandate or Deal Proposal listed on the Navigate Connect Portal, the Navigate Connect Member and/or their Designated Persons may be asked to sign additional documentation with the Member Lead Adviser of the Investor Mandate or Deal Proposal, or with any other party connected to the Investor Mandate or Deal Proposal, which may include, without limitation, a non-disclosure agreement and/or additional confidentiality arrangement;
    • notwithstanding that the Navigate Connect Member may not have entered into any additional confidentiality arrangement, the Navigate Connect Member and their Designated Persons shall not disclose any information they receive in respect of an Investor Mandate or Deal Proposal (which shall for the avoidance of doubt include making an observation, expressing an opinion or other general comment) to any third party including, without limitation, any other Navigate Connect Member, without the written consent of the Member Lead Adviser of the Investor Mandate or Deal Proposal;
    • the Company shall not be responsible or liable in any way for any additional documentation or other legal or regulatory requirement in respect of any Investor Mandate or Deal Proposal on the Navigate Connect Portal; and
    • access to, or participation in, any Investment Mandate or Deal Proposal is solely at the risk of the Navigate Connect Member and/or its Designated Member. The Navigate Connect Member acknowledges that the Company will not undertake any due diligence, KYC and AML checks in respect of an Investor Mandate or Deal Proposal, (unless specifically asked to do as governed by the Membership Agreement) and it is responsibility of the Navigate Connect Member and their Designated Persons to undertake their own due diligence, KYC and AML checks in respect to any Investor Mandate or Deal Proposal.
  • In the event that the Navigate Connect Member (including any of their Designated Persons) arranges, introduces, refers, advises on, or participates in any transaction as a result of its membership of Navigate Connect, whether present or in the future, including without limitation with any other Navigate Connect Member (the “Deal Participation”) the Navigate Connect Member shall:
    • notify the Company as soon as it is involved in any Deal Participation;
    • prior to the Deal Participation closing, the Navigate Connect Member shall provide quarterly updates, with the first quarter update due 3 months after the Company is notified of the Navigate Connect Member’s involvement in a Deal Participation;
    • (a) within 7 days of the Deal Participation closing, notify the Company of the Deal Participation closing, which may include either (i) an Investor Mandate or Deal Proposal on the Navigate Connect Portal or (ii) any deal that is not on the Navigate Connect Portal but arises as a result of the Navigate Connect Member’s membership of Navigate Connect, and (b) pay the Company either the Deal Participation Fee, as outlined in the Membership Agreement. For the avoidance of doubt, the Company shall only invoice the Member Lead Adviser and it shall be the responsibility of the Member Lead Adviser to pay all fees in respect of a Deal Participation or any other transaction fees to the Company notwithstanding that they may have entered into fee sharing arrangements with sub advisers or other third parties.   Further, in respect of Introduced Only Deals, any fees that are payable shall solely be the responsibility of the Member Lead Adviser notwithstanding that the Introduced Only Deal has been introduced by another Navigate Connect Member.
  • The Navigate Connect Member and their Designated Persons irrevocably agree and warrants that it and its Affiliates shall not, directly or indirectly, enter into, participate in, or commence any negotiations or discussions with respect to any Deal Participation without notifying the Company in writing and shall not take any steps to circumvent or attempt to circumvent this clause. Section 3 shall continue in full force and effect notwithstanding the expiry or termination of the Membership Agreement.

 

  1. COMPANY OTHER ACTIVITIES AND CONFLICT OF INTEREST
    • The Navigate Connect Member and their Designated Persons agree and acknowledge that the Company and their associated parties are involved in a number of activities (“Company Activities”) in addition to and separate from providing the Navigate Connect Services and these activities may compete and conflict with the business of the Navigate Connect Member. Company Activities include without limitation investment management, corporate finance, Principal Firm for Appointed Representatives, co-investments, holding, directly or indirectly, positions in financial instruments including equity and debt securities, trading and structuring transactions either for the Company’s own account or for the accounts of other clients.
    • In addition to Company Activities, the Company may independently or alongside Navigate Connect Members co-invest in Investor Mandates, Deal Proposals, and other deals (“Co-Investment(s)”) which may include the formation of special purpose vehicles or any other vehicles relevant to the Co-Investment, on a case-by-case basis. Such Co-Investments may or may not be disclosed to Navigate Connect Members.  The Company may also, on a case by case basis, provide management services and/or act as a Principal Firm to Navigate Connect Members which shall be separate from the Navigate Connect Services under the Membership Agreement.

 

  1. COMPANY UNDERTAKINGS AND LIMITATION OF LIABILITY
    • While the Company agrees to use reasonable endeavours to include Investor Mandates and/or Deal Proposals on the Navigate Connect Portal (either on behalf of itself, other clients or other Navigate Connect Members), the Company reserves the right not to include any such Investor Mandate or Deal Proposal that it considers in its sole discretion to be unsuitable.
    • The Navigate Connect Member and their Designated Persons agree that the Navigate Connect Portal is for information sharing purposes only. In respect of any Investor Mandate or Deal Proposal on the Navigate Connect Portal, the Company does not make any representation or warranty, and does not have any liability, as to the accuracy of any information or validity of any Investor Mandate or Deal Proposal.
    • The Company does not provide or purport to provide any due diligence service, investment advice, legal or tax advice, analysis, suitability assessment or recommendation in respect of any Investor Mandate or Deal Proposal included on the Navigate Connect Portal.
    • The Navigate Connect Member and each Designated Person hereby agrees that it is the responsibility of the Navigate Connect Member to conduct its own assessment, analysis and due diligence (which may include KYC and AML checks) and  to determine the validity and suitability of an Investor Mandate or Deal Proposal, or any other business arrangement resulting from its membership of Navigate Connect.
    • In respect of an Investor Mandate or Deal Proposal being introduced or managed by the Company, due diligence may be undertaken by the Company.
    • Each Navigate Connect Member and their Designated persons shall hold the Company harmless against any and all direct or indirect losses, demands, claims, damages, costs, expenses (including reasonable legal costs and expenses), in respect of any Investor Mandate, Deal Proposal, Deal Participation or any other business arrangement resulting from its membership of Navigate Connect.

 

  1. CONFIDENTIAL INFORMATION
    • In addition to any confidentiality requirements that the Navigate Connect Member and/or its Designated Members have in respect of an Investor Mandate, Deal Proposal and/or Deal Participation and subject to the provisions of Section 5, the Navigate Connect Member and their Designated Persons shall not use or disclose any Confidential Information to any party that is not a Navigate Connect Member without the prior written consent of the Company.
    • The Company shall not use or disclose any Member Confidential Information without the consent of the relevant Navigate Connect Member, unless it is required to initiate, defend or otherwise pursue legal proceeding.
    • Notwithstanding the foregoing, disclosure is permitted by the Company or the Navigate Connect Member where it is required by applicable laws or regulations.

 

  1. REGULATORY TERMS
    • Client Classification
      • The Navigate Connect Member and its Designated Persons acknowledge and agree that for the purposes of the Navigate Connect, in respect of any activity that is subject to the Applicable Regulation, it shall be treated as a professional client.
      • If at any time the Company considers that this classification is no longer appropriate it shall inform the Navigate Connect Member immediately.
      • The Navigate Connect Member and/or Designated Person agrees to inform the Company immediately if there are any changes in circumstances that may lead to a change in classification.
    • Anti-Money Laundering
      • In line with the UK’s anti-money laundering legislation, the Company is obliged to identify and verify the identity of its Navigate Connect Members, including their Designated Persons, (and beneficial owners, where appropriate) before granting membership to Navigate Connect Services or accepting new instructions, and to review this from time to time.
      • The Company may ask for identification evidence from the Navigate Connect Member and/or its Designated Persons in line with the Company’s obligations under anti-money laundering legislation. The Company may conduct other checks to verify the identity of its Navigate Connect Members (including directors and beneficial owners) and their Designated Persons. Should these checks, for any reason, fail to adequately confirm identity and beneficial ownership, the Company may ask the Navigate Connect Member or their Designated Persons for further identification evidence.
      • If the Navigate Connect Member or their Designated Persons fail to provide the Company with the information requested, the Company reserves the right to terminate the Membership Agreement and access to the Navigate Connect Portal immediately.
      • Any personal data received from the Navigate Connect Member, including their Designated Persons, for the specific purpose of proving its identity will be processed only for the purposes of preventing money laundering or terrorist financing, unless any additional use is permitted by law or the Navigate Connect Member consents to the Company using it for a different purpose. To comply with anti-money laundering legislation, the Company may be required (on request) to disclose the Navigate Connect Member’s identity (including their Designated Persons) information to its
      • The Navigate Connect Member accepts that by being a Navigate Connect Member the Company can retain the Navigate Connect Member’s identification documents, including documentation of its Designated Persons and relevant files for a period exceeding five years following termination of the Membership Agreement in line with the Company’s document retention policy, and the Navigate Connect Member and their Designated Person consents to that retention in this
      • In certain circumstances, the Company must by law report to the National Crime Agency any evidence or suspicion of money laundering. The law prohibits the Company from notifying the Navigate Connect Member that a report has been made.
    • Bribery, Corruption and Other Activity
      • The Company has a zero-tolerance approach to bribery, corruption, and to the commission and facilitation of tax evasion.
      • The Navigate Connect Member (including their Designated Members) shall not engage in any activity, practice or conduct which would constitute or result in an offence under any applicable laws or regulations including but not limited to the Bribery Act 2010 and the Criminal Finances Act 2017 (or any successor legislation) or facilitating tax evasion.
      • The Navigate Connect Member shall immediately notify the Company if it becomes aware of any actual or suspected acts of bribery, corruption or facilitation of tax evasion in connection with the Navigate Connect Services.

Any breach of these provisions shall be deemed to be a material breach and shall entitle the Company to terminate the Membership Agreement and access to the Navigate Connect Portal immediately.

 

  1. TERM AND TERMINATION
    • Termination of Navigate Connect is provided for in the Membership Agreement. Navigate Connect Members and their Designated Persons acknowledge that the Company may terminate the Membership Agreement and access to the Navigate Connect Portal immediately if in its sole discretion it determines that (a) the conduct of the Navigate Connect Member or its Designated Persons conflicts with Navigate Connect which includes without limitation any provision under the Regulatory Terms or (b) if there is a material breach of the Membership Agreement.
    • Notwithstanding the termination of the Membership Agreement, Navigate Connect Members and their Designated Persons acknowledge that Section 3 and 6 shall continue in full force and effect.

 

  1. INTELLECTUAL PROPERTY RIGHTS
    • All Intellectual Property Rights in any information, know-how and materials made available by the Company to the Navigate Connect Member under the Membership Agreement and through the Navigate Connect, shall remain vested in the Company (and Navigate Compliance Limited). The Company (and Navigate Compliance Limited) shall absolutely own all Intellectual Property Rights which arise out of and/or in connection with the provision of the Navigate Connect Services but shall not include any intellectual property rights attributed to an Investor Mandate or Deal Proposal where the Company is not the Member Lead Adviser.
    • Except as otherwise provided herein, the Navigate Connect Member shall not have any right, express or implied, to use in any manner the name or other designation of the Company, Navigate Connect or Navigate Compliance Limited, including the Navigate Connect Services and Navigate Connect Portal or any other trade name, trademark or logo of the Company, Navigate Connect or Navigate Compliance Limited, for any purpose in connection with the performance of the Membership Agreement.

 

  1. DATA PROTECTION
    • Each of the parties shall comply with their respective obligations under GDPR.
    • The Navigate Connect Member and their Designated Persons consent to the Company holding and otherwise processing any personal data and/or sensitive personal data in accordance with GDPR and also consents to the transfer and disclosure of such personal data as far as may be required by law or other jurisdictions in which the Company may operate, which consent shall apply regardless of the country to which the data is transferred within or outside the European Economic Area.

 

  1. GENERAL
    • The Navigate Connect Member and their Designated Persons acknowledge that the Company (a) is under no obligation except as expressly set out in the Membership Agreement and (b) shall be acting pursuant to contractual relationships between each Navigate Connect Member on an arm’s-length basis and in no event is the Company intending to act (and has no responsibility) as a fiduciary, partner, joint venture party in respect of any Investor Mandate or Deal Proposal, unless it agrees under the terms o the Membership Agreement.
    • No Third-Party rights. No term in these T&C is enforceable by a person who is not a party to the Membership Agreement under the Contracts (Rights of Third Parties) Act 1999.
    • If any provision of these T&C is invalid or unenforceable, such invalidity and unenforceability shall not affect the other provisions of these T&C, which shall remain in full force and effect.
    • Governing law and jurisdiction. These T&C shall be governed by English Law and any dispute arising out of these T&C shall be subject to the exclusive jurisdiction of the courts of England.