TERMS AND CONDITIONS

IMPORTANT: THIS DOCUMENT SETS OUT THE BASIS ON WHICH ROYCIAN WILL INTRODUCE PROSPECTIVE INVESTMENTS IN SPECULATIVE ILLIQUID SECURITIES TO ITS CORPORATE FINANCE CONTACTS WHO ARE ELIGIBLE TO RECEIVE FINANCIAL PROMOTIONS IN RELATION TO SUCH INVESTMENTS UNDER S19, S48, S50 OR S50A OF THE FINANCIAL PROMOTIONS ORDER AND/OR COBS 4.14.6 OF THE FCA RULES. AS A CORPORATE FINANCE CONTACT YOU WILL NOT RECEIVE ANY REGULATED SERVICE FROM ROYCIAN NOR WILL YOU BE ELIGIBLE TO RECEIVE ANY OF THE PROTECTIONS UNDER THE UK REGULATORY SYSTEM, OTHER THAN THOSE RELATING TO FINANCIAL PROMOTIONS.

This Investor Agreement (the "Agreement", “Terms and Conditions”) is made between:

• Roycian Limited, a company incorporated in England and Wales under company No. 09076844 whose registered office is at 119 Park Road, Chandler’s Ford, Eastleigh, Hampshire, SO53 1HX, United Kingdom; and
• You, as a Roycian Corporate Finance Contact.

• This Agreement sets out the terms of the relationship between Roycian and you, as a Roycian Corporate Finance Contact. You should read these terms carefully before agreeing to them, and we strongly advise you to keep a printed or electronically stored copy of this Agreement for your future reference. Please contact delhuse@roycian.com if you have any questions about this Agreement.

• Status. This Agreement is a binding contract between you and us, and in executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all its terms.
• Relationship to Other Agreements. In addition to this Agreement, you and we may enter into several other contracts. You may enter into an Investment Agreement and associated documentation each time you make an investment through Roycian. Our Privacy Policy also sets out details of how your personal data will be used. These and other agreements you may enter into, referred to as "Roycian Agreements", are intended to be consistent with each other and should be read and interpreted together, but if a conflict arises, the terms of any agreement to which you agree after this Agreement will prevail over the terms of this Agreement, while the terms of this Agreement will prevail over the terms of any agreement to which you agreed to or notices you were provided with before this Agreement.
• Amendments. We may amend this Agreement from time to time, for example to make it easier to understand, to comply with legal or regulatory requirements, keep up with industry developments, reflect changes to our business, products, or services, or in respect of matters that do not affect your substantive rights. If we make a change that affects any of your substantive rights, we will notify you of the amendment or amendments at least ten (10) working days before they take effect with respect to you. Such notification may occur by email, by notice to you when you log onto the website or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection will be deemed to constitute your notice of termination of your agreement with Roycian.
• Interpretation
• Definitions. In these Terms and Conditions, the following words and phrases have the meanings given below:
• "Act as an investor" means to invest capital in a business via Roycian;
• "Additional Information" means information we provide on an investment opportunity other than information contained in an Investment Proposal;
• "Agreement" means this Agreement between you and us;
• "Companies Act" means the UK Companies Act 2006, as may be amended from time to time;
• "FCA" means the Financial Conduct Authority, an independent organisation that authorises and regulates us, whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom;
• "FCA Rules" means the UK Financial Services and Markets Act 2000, all secondary legislation implemented thereunder, rules and regulations promulgated by the FCA or any successor or replacement regulatory body responsible for the regulation of our business, and any other financial services laws or regulations applicable to us;
• “Financial Promotions Order” means The Financial Services and Markets Act 2005 (Financial Promotion) Order 2005.
• "Investee Entity" means the one or more legal entities or arrangements that operate the business in which an investment is made;
• “Investments” means investments in equity, equity-like interests or other securities or instruments made via Roycian in businesses;
• "Investment Agreement" means an Investment Agreement you enter into when making an investment via Roycian;
• “Investment Proposal” means documentation related to a potential investment opportunity;
• “Investor” means any Corporate Finance Contact, that meets the eligibility criteria, who has been accepted and registered as a Corporate Finance Contact of Roycian Ltd and enters into an investment via Roycian;
• "Person" means a natural or legal person, including a partnership, unincorporated association or other unincorporated entity that, despite not having a distinct legal personality, who is acting for purposes of this Agreement as a unified body;
• "Personal Data" has the meaning given in the Privacy Policy;
• "Privacy Policy" means the privacy notice of Roycian, which is accessible from each page of the website and of which you are notified when providing your personal data;
• “Roycian” means Roycian Limited, a company Registered in England & Wales, with Company Number 09076844, whose registered office is at 119 Park Road, Chandlers Ford, Hants, SO53 1HX;
• "Roycian Agreement" means any other agreement you enter into, as explained further in paragraph 2.2;
• "Roycian Corporate Finance Contact" means a person who has completed the Roycian onboarding process, and whose registration has not been terminated or suspended pursuant to paragraph 7;
• "Shares" means shares or other equity or equity-like interests in a business;
• “Terms” means these Terms and Conditions;
• "We, us and our" means Roycian Limited, any of our subsidiaries and any holding company (as those expressions are defined in section 1159 of the Companies Act 2006) and where the context permits, our permitted assignees, transferees and delegates;
• "Website" includes the website currently hosted at the domain http://www.roycian.com and all pages at sub-domains thereof;
• "Working day" means any day other than a Saturday, Sunday, English or international public / national holiday;
• "You or your" means you, as the Roycian Corporate Finance Contact, who is a party to this Agreement.
• Expressions. Subject to the above, expressions used in this Agreement shall, where the context permits, have the same meaning as in the FCA Rules.
• Plural. Unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine includes the feminine and neuter and vice versa.
• Including / Includes. The word "including" or "includes" is not exclusive, so it should be read as if followed by the words "without limitation".
• References. References to a specific paragraph mean a paragraph of this Agreement unless otherwise stated.
• Terms. Any use of the terms "you must", "you shall", "you may only", "you may not" or similar terms mean that, in executing this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference.
 
• Financial Conduct Authority Authorisation
• FCA Authorisation. Roycian Ltd is a company registered in England and Wales, registration number 09076844, with its registered office at 119 Park Road, Chandlers Ford, Hants, SO53 1HX, UK. Roycian Ltd is authorised and regulated by the Financial Conduct Authority, reference number 955935.
• Corporate Finance Contact Registration/strong>
• Joining. In order to join Roycian as a Corporate Finance Contact, you must be either:

• a natural person who is 18 years of age or over (which we refer to as an "individual registration"),

• Self-certification. For us to accept you as a Corporate Finance Contact, you are required to certify yourself as, and are being classified as, either an:
• Investment Professional, as defined in article 19(5) of the Financial Promotion Order (being broadly any firm whose ordinary activities involve making investments for themselves or others); or
• A Certified High Net Worth Investor, meaning a person who meets the requirements in COBS 4.12.6 R
• Ceasing to Be Eligible. You must inform us as soon as reasonably practicable if you cease to be eligible to be a Corporate Finance Contact. If you inform us, or if we otherwise discover, that you have ceased to be eligible, your Roycian registration will be suspended. If you later become eligible again and inform us of this, your Roycian registration may be reinstated at our discretion.
• Annual re-certification. Unless you are an Investment Professional, you may be required to update any certification in relation to your status annually and you understand that failure to do so may result in you ceasing to be eligible to receive information from Roycian.
• Your Information. You warrant to us that all information provided to us by you or on your behalf in respect of your Corporate Finance Contact registration shall be complete and accurate and will fully indemnify Roycian from any costs resulting from you subsequently seeking to claim you were ineligible to receive financial promotions in reliance on an exemption under the Financial Promotions Order.
• Cancelling your registration with us
• Cancellation. You may cancel your registration with us at any time by contacting us at delhuse@roycian.com or writing to us at Roycian Ltd, 119 Park Road, Chandlers Ford, Hants, SO53 1HX.
• Cancellation Rights. We reserve the right to cancel your Corporate Finance Contact status at any time.
• Post cancellation. Once you cease to be a Roycian Corporate Finance Contact we will no longer provide you with the services set out in these Terms, although any of your in
vestments made prior to your termination will not be affected.
• Termination of Registration as a Corporate Finance Contact
• Termination By You. If you no longer wish to be a Roycian Corporate Finance Contact, you may terminate your registration at any time by notifying us pursuant to the notification process set forth in paragraph 24.1.
• Termination By Us. We may terminate your Roycian Corporate Finance Contact relationship immediately, and will inform you of the termination immediately, if:
• You have broken the terms of this Agreement in a serious or persistent way and you have not rectified the matter within a reasonable time of Roycian requesting you to do so;
• You have broken or attempted to break the law, or put Roycian in a position where we might break the law;
• You have given us false information;
• If we are required do so under any law, regulation, or by a governmental or regulatory authority.
• We may also terminate your Roycian Corporate Finance Contact relationship for other reasons by providing at least two (2) weeks’ notice beforehand.
• Suspension. If you send us information that states or leads us to believe that you are no longer eligible to be a Roycian Corporate Finance Contact, we may suspend your Roycian Corporate Finance Contact relationship until we determine that you are again eligible to be a Roycian Corporate Finance Contact.
• Consequences of Termination or Suspension. If your Roycian Corporate Finance Contact relationship is terminated or suspended you will no longer be able to receive investment proposals or participate in new investments.
• Death. If we receive proof of your death that is satisfactory for our records, we will terminate your Roycian Corporate Finance relationship pursuant to paragraph 7.2. If at such time you still have investments, we will handle them as set forth in the relevant Investment Agreement pertaining to that investment/s.
• Our Relationship with You
• Corporate Finance Contact. Upon execution of this Agreement, you will become a Roycian Corporate Finance Contact, and you will remain a Roycian Corporate Finance Contact until and unless your registration is terminated or suspended. Our obligations to you as a Roycian Corporate Finance Contact are as set forth in this Agreement and other Roycian Agreements. You are not our customer or client for purposes of the FCA Rules except as provided in paragraph 8.2.
• Client. If and to the extent that you make an investment via Roycian, you are then our client, and we will treat you as our client for all purposes related to such an investment.
• No Advice. We do not provide advice or recommendations with respect to any aspect of investments. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with any investments you make, and nothing on the website or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, taxation or other relevant advisor.
• Location of Activities. In executing this Agreement, you agree that all the activities that we conduct with you take place within the United Kingdom, regardless of where you may be physically located at the time you use our website or otherwise engage with us. This means that you agree that our activities are subject only to the laws of the United Kingdom and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under United Kingdom law. However, you agree to comply with all relevant laws and regulations that may apply in any jurisdiction in which you may be located. Without prejudice to this paragraph 8.4 or paragraph 23.12, you agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than those of the United Kingdom.
• Our Services
• Investment Opportunities. Roycian seeks out investment opportunities in UK unlisted companies.  From time-to-time we may present you with investment opportunities by way of an Investment Proposal and may also provide supplementary information to you about the investment opportunity. You will be able to register your interest in those investment opportunities which are of interest to you – any decision to invest will be entirely your own and nothing contained in the Investment Proposal is intended as investment advice, nor should it be relied on as such.
• Due Diligence. Subject to our Corporate Finance Contacts expressing sufficient interest in an Investment Proposal, Roycian (and its third party contracted experts) will perform additional due diligence with a view to better assessing the prospects of the investee company. Subject to completion of due diligence to the satisfaction of Roycian, Roycian in its capacity as a sub-threshold AIFM will establish an alternative investment fund or SPV to invest in the investee company and seek out binding commitments from Investors.
• Responsibility to Provide Investment Proposals. Whilst we may provide you with Investment Proposals from time to time, we accept no responsibility if, for whatever reason, you do not receive such Investment Proposals. Nor does Roycian accept any responsibility for any Investment Proposal that fails to pass due diligence.
• Right to Withhold. We reserve the right to withhold Investment Proposals from any Corporate Finance Contact for whatever reason.
• Our Duty to You. We will provide our services with due care, skill and diligence. Any information received from businesses looking for investment will be verified as far as it is reasonably possible for us to do so.
• Investment Proposals
• Basis of Preparation. Any Investment Proposal provided to you, and any supplementary information related to the investment opportunity, will be prepared by Roycian, based on information provided by the target company, its directors, management, employees and shareholders and from other third-party sources.   To the best of the knowledge and belief of Roycian (who will have taken reasonable care to ensure that such is the case) the information contained will be in accordance with the facts as they are known to us, and there will be no other facts known to us, the omission of which would materially affect the importance of such information.
• Investment Advice. To the extent Roycian provides information to prospective investors, this is for information only and does not constitute any form of investment advice. Investors must make their own decision with regards to any investment, after seeking independent advice if needed. No representation or warranty, express or implied, is made or given by or on behalf of Roycian or any of its directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf.
• Other consequences. You must make your own examination of the legal, taxation, financial or other consequences of any investment. Nothing in any Investment Proposal constitutes legal, financial, tax or other advice and any such document will not take into account the particular investment objectives, financial situation, taxation position or needs of any person and, if in any doubt about the proposal discussed in the Investment Proposal, its suitability, or what action should be taken, you should consult a person authorised and regulated by the FCA under FSMA and qualified to advise on investments.
• IMPORTANT:  ANY INVESTMENT MADE VIA ROYCIAN LTD WILL INVOLVE A SIGNIFICANT DEGREE OF RISK AND MAY NOT BE SUITABLE FOR ALL INVESTORS. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY WHETHER ANY INVESTMENT PROPOSED OR PRESENTED BY ROYCIAN LTD IS SUITABLE IN THE LIGHT OF THEIR PERSONAL CIRCUMSTANCES AND THE FINANCIAL RESOURCES AVAILABLE TO THEM. YOU MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF ANY INVESTMENT MADE VIA ROYCIAN LTD.
 
• Type and Structure of Investments
• Type of Investments. If you become a Roycian Corporate Finance Contact, you will have the opportunity to invest in some, or all, of the investments made available by Roycian from time to time. Each of these investments consists of equity, equity-like interests or other securities or instruments (which we refer collectively to as "Investments") in one or more businesses or arrangements that invest in businesses. In certain cases, these investments will be held through a nominee arrangement.
• Structure of Investments. When you choose to make an investment via Roycian, your investments in the one or more legal entities or other arrangements that operate the business (which we refer as an "investee entity") may be held by us as your nominee and, if so, you will give us power to administer the Investments on your behalf by way of your voting shares. The full terms of this nominee arrangement will be set forth in the relevant Investment Agreement. Where we hold and administer your investment pursuant to a nominee arrangement, you will be the beneficial owner of the instruments in the investee entity but not the legal owner. This means, in effect, that you will receive an economic interest in the investee entity that is equivalent to the economic interest you would hold if you purchased its shares directly, but you will not hold or administer the shares and will therefore not be in the same legal position as a direct shareholder would be.
• Confidentiality
• Availability of Information. Investment Proposals in relation to an investment opportunity are only made available to registered Corporate Finance Contacts.
• Restrictions of Distribution. Investment Proposals are provided to Corporate Finance Contacts on a strictly confidential basis. The Investment Proposal is confidential and may not be copied or distributed by recipients. Investment Proposals may not be distributed by any means including electronic transmission, in, into or from Canada, Australia, New Zealand, South Africa or Japan, or any other state or jurisdiction in which release, publication or distribution would be unlawful. Therefore, persons who come into possession of any Investment Proposal and any accompanying documents should inform themselves about and observe any applicable requirements. Any failure to comply with this restriction may constitute a violation of the laws of any such jurisdictions.
• You agree:
• to keep the information contained in the Investment Proposal confidential;
• to use the information in the Investment Proposal only for the purposes of considering and evaluating the investment opportunity contained within it for your own investment purposes;
• not to directly or indirectly disclose such information (or allow it to be disclosed) to any person without our prior written permission; and
• to take all reasonable steps to ensure that no person gains access to such information unless authorised by us.
 
• Data Protection and Privacy
• Privacy Policy. By accepting these terms, you also accept the terms of our Privacy Policy, a copy of which can be found at https://roycian.com/pages/privacy-and-cookies and which sets out our approach to protection and use of your personal data.  Roycian is registered as a data controller with the Information Commissioner's Office and appears in the Data Protection Register under (No. ZB097344).
• Identity and Anti-Money Laundering Checks.
• FCA Rules. We have certain responsibilities under the FCA Rules and other applicable regulations to verify the identity of, and run anti-money laundering (AML) checks on, clients who act as, or on behalf of, investors. In order to fulfil these responsibilities, we may use third-party identification checking services to confirm your identity when you first seek to transfer money in relation to an Investment. In the event that this service is not able to verify your identity to a sufficient level of authentication, you may be asked to send us physical or scanned versions of certain identification documents. From time to time, we may need to run additional identity checks on you. In executing this Agreement, you expressly agree that we may run any and all of these checks on you, and that you may not be able to make investments until and unless these checks are completed. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to make Investments while the checks are undertaken.
 
• Risk Warnings
• Loss of Capital. You should note that the investments are generally illiquid until the exit point and the value of any investment may go down as well as up. Past performance is not an indicator of future performance. We do not guarantee that you will receive back the full amount that you invest, nor do we guarantee dividends and returns. It is possible that you could lose your entire investment. You should ensure that you have sufficient liquidity to bear this risk before considering any investment.
• Illiquidity. Almost all investments you make via Roycian will be highly illiquid. It is very unlikely that there will be a liquid secondary market for the shares of the investee entity. This means you should assume that you will be unlikely to be able to sell your shares until and unless the investee entity floats on a stock exchange or is bought by another company; and, even if the investee entity is bought by another company or floats, your investment may continue to be illiquid. Even for a successful business, a flotation or purchase is unlikely to occur for several years from the time you make your investment.
• Rarity of Dividends. Businesses of the type Roycian will invest into may not pay dividends. This means that if you invest in a business, even if it is successful, you may not see any return of capital or profit until you are able to sell your shares in the investee entity. As explained in paragraph 15.2, even for a successful business this is unlikely to occur for several years from the time you make your investment.
• Dilution. Any investment you make in a business via Roycian may be subject to dilution. This means that if the business raises additional capital later, it may issue new shares to the new investors, and the percentage of the investee entity that you own will decline. These new shares may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution because of the grant of options (or similar rights to acquire shares) to employees of, service providers to or certain other contacts of the investee entity.
• Diversification. If you choose to invest in businesses via Roycian, such investments should only be made as part of a well-diversified portfolio. This means that you should invest only a relatively small portion of your investable capital in such businesses, and the majority of your investable capital should be invested in safer, more liquid assets. It also means that you should spread your investment between multiple businesses rather than investing a larger amount in just a few.
• Taxation
• Tax Implications of Investments. Your investments may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of taxes is entirely your responsibility and save as required by UK law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability. In addition, you may be eligible for certain tax reliefs on investments you make, for example under the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS) if you are a UK taxpayer. The availability of any such reliefs will be described in the relevant Investment Proposal and Investment Agreement. If you have any questions with respect to tax matters, you should consult a professional advisor.
• Communications and Information
• Information on Potential Investments. In addition to the information set forth in each Investment Proposal, we may provide information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". None of the additional information, including information about historical returns and content, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
• Complaints
• Initial Complaint. If you have a complaint with respect to any aspect of your dealings with Roycian, you should report it to us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which your Roycian Corporate Finance Contact relationship is registered to delhuse@roycian.com. We will send an initial response to your email within no more than three (3) working days after we receive it, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. If we are investigating the matter further, we will provide you with a final response by no later than eight (8) weeks after we receive your email. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your Roycian Corporate Finance Contact relationship is registered.
• Financial Ombudsman Service. If you make a complaint pursuant to paragraph 18.1 and we do not resolve it to your satisfaction, you may have a right under FCA Rules to complain directly to the Financial Ombudsman Service. Their address is South Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at http://www.financial-ombudsman.org.uk.
• Financial Services Compensation Scheme. We are a participant in the Financial Services Compensation Scheme (FSCS). You may be able to make a claim on this Scheme if we default in our obligations to you under FCA Rules. Further information can be obtained from their website, which is at http://www.fscs.org.uk.
• Records
• Period of Retention. In accordance with legal and regulatory requirements, we will retain the records relevant to your Roycian Corporate Finance Contact relationship and any activity you conducted with us for a minimum period of six years following the termination of your registration pursuant to paragraph 7. This period may be extended by force of law, regulatory requirement or by the mutual consent of you and us.
• No Request for Deletion. You will not be able to request the destruction or deletion of any of the records relevant to your Roycian Corporate Finance Contact relationship subject to paragraph 20.1, unless we are required to destroy or delete them by force of law or other regulatory requirement.
• Data and Data Protection. You acknowledge that we may process and share your personal data as described in our Privacy Notice, including for Investments you make anonymously. For more information on how we use your personal data, see our Privacy Notice, available at https://roycian.com/pages/privacy-and-cookies.
• Our Ceasing to Trade
• In the event that we cease to trade, any Investments held as nominee for an investor, will be protected. We will notify you as soon as possible after we have taken a decision to cease to trade. Meanwhile, the Investments in which you have invested will be handled as set forth in the relevant Investment Agreement.
• Liability
• Risk. You should be aware that a higher degree of risk is generally attached to direct private investments, the class of which referred to in other parts of these Terms. We do not provide advice or make personal recommendations and we do not and cannot guarantee that any particular investment will be suitable to your individual situation. You should make the decision to invest in an opportunity wholly in reliance upon your own experience and expertise or, if appropriate, after consultation with your independent financial advisor.
• Our Liability to You. We shall be liable to you only for any loss or damage which you may suffer as a result of being a Roycian Corporate Finance Contact to the extent that such loss or damage directly arises from our material breach of this Agreement or was the direct result of wilful default or fraud by us. Notwithstanding the foregoing, we shall not be liable to you for any loss or damage in respect of any matter for which liability is expressly excluded under this or any other Roycian Agreement or arising out of or in connection with any error or inaccuracy in the data entered by you or another Roycian Corporate Finance Contact or any misrepresentation or wilful misconduct or any other act of another Roycian Corporate Finance Contact. We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. Our liability to you for any loss or damage arising in connection with your investment in a particular business shall be limited to no more than the amount you invested in such business (without regard to any subsequent appreciation in the value of the shares purchased with that investment). You agree that any legal action against us is permitted only on an individual basis, and that you will not initiate or join any purported or actual class or consolidated actions against us. Nothing in this Agreement shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation. We accept we shall be liable to you for personal injury or death which is caused by our negligence and for our fraudulent misrepresentations.
• Liability Cap. Our total liability in relation to these Terms and Conditions is limited to £100,000. This Clause 21 set outs our entire financial liability to you (including any liability for the acts or omissions of our employees, agents and sub-contractors) arising out of or in connection with any Investment you make in connection with us. 
 
• Your Liability to Us You shall be liable to us for any loss or damage suffered by us as a result of any breach of this Agreement or any other agreement that you enter into with us, or of any use of the website that is fraudulent or represents wilful misconduct.
• Assignment, Transfer and Delegation
• Assignment, Transfer and Delegation by Us. We may assign, transfer or delegate any of our obligations or rights under this Agreement to any person, if we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the website to any person to whom we assign, transfer or delegate our obligations or rights.
• Assignment, Transfer and Delegation by You. Your Roycian Corporate Finance relationship is personal to you, and therefore none of your rights or obligations in connection with your Roycian Corporate Finance relationship can be assigned, transferred, or delegated to any other person. This prohibition on assignment and delegation does not affect your right to make certain transfers as described in this Agreement and other agreements you enter with us. Any attempt to, transfer assign or delegate any of your rights or obligations in contravention of this paragraph 22.2 shall be null and void.
• General Terms
• Contact Details. Unless otherwise stated our contact details for communications with us are to Del Huse at 119 Park Road, Chandlers Ford, Hants, SO53 1HX, email: delhuse@roycian.com.  We will inform you as a registered Corporate Finance Contact if such addresses change from time to time.
• Terms. Your registration as a Corporate Finance Contact will be governed by these Terms to the exclusion of all other terms and conditions. If any part of these Terms is found by a court to be invalid or unenforceable, its invalidity or unenforceability shall not affect the other provisions of these Terms, which will continue to have effect. No waiver by any party of any breach of any provision shall be considered as a waiver of any subsequent breach of the same provision or any other provision. No failure or delay in exercising any right under these Terms shall prevent the exercise of that or any other right.
• Tax Residency. Tax regulations require us to collect information on each client’s tax residency at the time of that client’s first investment. In certain circumstances we may be obliged to share information on your account with HMRC. You are obliged to inform us promptly of any changes to previous information provided to us in respect of the above.
• No Partnership or Agency. This Agreement shall not be construed to create a partnership or joint venture between you and us. Nothing in this Agreement shall be construed to constitute you and us as agents of one another.
• No Waiver. No failure or delay by you or us in exercising any of our rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
• Severability. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
• Entire Agreement. Except as set forth in paragraph 2.2, this Agreement contains the entire agreement between you and us and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set forth herein. Any and all agreements made in connection with this Agreement shall be made in the English language. You and we acknowledge that, in entering into this Agreement, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement. Without limiting the generality of the foregoing, you shall not have any remedy for innocent or negligent misrepresentation based on any statement made by us in this Agreement, and your only remedy is for breach of contract. However, nothing in this Agreement shall exclude liability for any fraudulent statement or act. This Agreement will be filed by Roycian and is accessible via emailing delhuse@roycian.com.
• Further Assurances. You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
• Costs. Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of this Agreement and any associated documentation shall be borne by you and us respectively.
• Survival. All disclaimers, agreements about liability for losses and/or expenses, and exclusions in this Agreement shall survive termination of the Agreement for any reason, as shall any other provisions of this Agreement that by their nature are intended to survive such termination.
• Force Majeure. We shall not be in breach of this Agreement if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
• Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.
• Third Party Rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.
• Execution. This Agreement shall be deemed duly executed and shall become effective and binding upon you and us when you affirm assent to it via submission of the Corporate Finance Contact Forms on the Roycian website.
• Payments. If you hold your investments under the nominee arrangement described in paragraph 11 and dividends, other distributions or proceeds are paid in respect of those investments, we will distribute your share of the dividends, other distributions or proceeds to you. These payments will be credited to you, less any applicable fees, all as set forth in the relevant Investment Agreement.
• Transfers. In making any investment you should be aware that it is unlikely that you will be able to sell your shares. However, there are certain circumstances in which you may be able to sell or otherwise transfer your shares in a private transaction, all of which will be as set out in the relevant Investment Agreement.
• Notices
• Notices From You to Us. Any notice from you to us in respect of this Agreement, your Roycian Corporate Finance relationship or your activities on the website shall be given by email to delhuse@roycian.com or to sam@roycian.com, except where this Agreement sets forth alternate means by which you must give us notice.
• Notices From Us to You. Any notice from us to you in respect of this Agreement, your Roycian Corporate Finance relationship or your activities on the website may be given, by email to the address or by post or courier to the physical address submitted through the Corporate Finance Contact form.
• Receipt of Notices. Notices given pursuant to this paragraph 24 by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this paragraph 24 by post or courier shall be deemed received by the recipient two (2) working days after despatch. In the event that you give us notice by means other than those set forth in paragraph 24.1 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.
• Language of Notices. All notices given under this Agreement shall be in the English language.
• Information Commissioner. Roycian Limited is registered with the Information Commissioner's Office and appears in the Data Protection Register under (No. ZB097344).