Investor Portal Access
Agreement

Zetland Capital Partners LLP (the “Disclosing Party”) understand that you (the “Recipient”) have requested to access the Investor Portal (the “Purpose”). In consideration of us agreeing to make available to you certain information, by clicking “agree” you agree as follows:

  1. Interpretation
    • In this Agreement the following words and phrases shall, unless contrary intention appears, have the following meanings:
      • Business Day – a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      • Confidential Information – mean such information (whether written or oral) furnished to Recipient and its Representatives (as defined below), by the Disclosing Party and its Representatives, on or after the date of this Agreement in connection with the Purpose, together with analyses, compilations, forecasts, studies, or other documents or records prepared by Recipient and/or its Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information. Confidential Information does not include any information which (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient and/or its Representatives in breach of this Agreement, (b) is or becomes available to Recipient and/or its Representatives on a non-confidential basis from a source (other than the Disclosing Party or its representatives) that is not known by Recipient to be prohibited from disclosing such information by any obligation of confidentiality to the Disclosing Party, (c) is already in possession of the Recipient and/or any of its Representatives, (d) is independently developed by Recipient and/or its Representatives without using the Confidential Information and without otherwise violating Recipient’s obligations hereunder, or (e) any Confidential Information which is required to be disclosed by Recipient and/or its Representatives pursuant to Law, any governmental or other regulatory authority (including, without limitation, any recognised stock exchange or by a court or other authority of competent jurisdiction).
      • Group – in relation to the Disclosing Party, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company. In relation to Recipient, this means only any entity that the Recipient directly or indirectly controls, including any fund or account managed by it.
      • Law– shall mean law, regulation (including, without limitation, the rules of any stock exchange), judicial process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) or professional standard.
      • Representative – shall mean its Group and its and their respective officers, directors, employees, partners, general partners, limited partners, members, advisors (including, but not limited to legal counsel, consultants, accountants and financial advisors) or any other person to whom the Disclosing Party agrees in writing that Confidential Information may be disclosed in connection with the Purpose, but only those of the foregoing that actually receive Confidential Information from Recipient or at Recipient’s direction.
    • Headings are for ease of reference only and shall not affect the interpretation of this Agreement.
  2. Obligations of confidentiality
    • The Recipient shall keep the Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
      • not use or exploit the Confidential Information in any way except in respect of the Purpose;
      • not disclose or make available the Confidential Information in whole or in part to any third party (excluding its Representatives), except as expressly permitted by this Agreement;
      • not copy, reduce to writing or otherwise record the Confidential Information except as reasonably necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
      • apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information of similar nature;
    • The Recipient may disclose the Disclosing Party’s Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
      • it informs its Representatives of the confidential nature of the Confidential Information before disclosure; and
      • it shall at all times remain responsible for the breach of any of the provisions of this Agreement (applicable to Representatives) by its Representative.
    • The Parties shall neither make, nor permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party.
  3. Return of information
    • The Recipient shall and shall direct its Representatives to promptly within 20 Business Days, any time upon receipt of written request from the Disclosing Party, shall (except as may be required to be maintained by Law) as promptly as practicable destroy/ return (as deemed appropriate by the Recipient) all copies of the Confidential Information in Recipient’s possession relating to the Purpose. Notwithstanding the foregoing, the Recipient and its Representatives may retain Confidential Information, which is (a) required to be retained by Law and/or bona fide compliance policy, (b) pursuant to professional obligations or for litigation purposes (c) stored in standard archival or computer back-up systems or pursuant to normal document retention practices and (d) not commercially reasonable and technically practicable to destroy.
  4. Reservation of rights and acknowledgement
    • All Confidential Information shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of the Disclosing Party’s Confidential Information are granted to the Recipient and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement or in the event of any fraud, gross negligence and/or wilful misconduct.
    • Except as expressly stated in this Agreement, the Disclosing Party makes no express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information, and accordingly, no liability will attach to the Disclosing Party or its Representatives as a result of reliance on the Confidential Information by the Recipient.
    • The Recipient acknowledges that damages alone may not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party may be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any actual breach of any of the provisions of this Agreement.
  5. Term and termination
    • This Agreement shall continue for a period of two (2) years from the date of execution of this Agreement and shall cease to have force and effect thereafter.
    • Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.
  6. General
    • This Agreement and the documents referred to in it contain the whole agreement between the parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the parties relating to these transactions.
    • No variation or agreed termination of this Agreement shall be of any force or effect unless in writing and signed by each Party.
    • Any failure to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy under this Agreement will prevent any further exercise of that right or remedy or the exercise of any other right or remedy.
    • This Agreement is personal to the parties and no Party shall, without the prior written consent of each other Party, assign, declare itself as trustee or otherwise dispose of or sub-contract, delegate, mortgage or charge any interest under this Agreement. No Party shall sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
  7. Governing Law

This Agreement (and any non-contractual obligations arising out of or in connection with this Agreement) shall be governed by and construed in accordance with the laws of England, without regard to conflict of law rules.  Each of the parties irrevocably submits to the exclusive jurisdiction of the English courts.

  • © Zetland Capital Partners LLP is authorised and regulated by the financial Conduct Authority in the UK.