ASK Investor Terms of Use

The following terms and conditions (the “Terms of Use”) apply to your access to and use of the investor portal (the “Portal”) provided by A.S.K. Partners Limited (“ASK”, “we” or “us”) and any investments you make through the Portal.

The Portal provides Investors with (i) details of potential investment opportunities (each an “Investment Opportunity”); and (ii) details of an Investor’s existing investments with ASK (“Investments”) including access to quarterly transaction updates, interest statements and transaction documents. Investment Opportunities are only available once you have been accepted by ASK as an Investor.

If you do not accept these Terms of Use, you must refrain from using the Portal. If you continue to use the Portal, you will be deemed to have accepted these Terms of Use. We may amend the Terms of Use at any time (for example as a result of changes to our business or legal requirements) and such amendments will become effective immediately upon the amended Terms of Use being posted on the Portal. Any use of the Portal by you after the amended Terms of Use have been posted will be deemed acceptance by you of the amended Terms of Use.

We reserve the right to terminate your ability to access the Portal if you breach these Terms of Use.

1. Becoming an Investor

1.1. Investments are only available to persons who fall within certain categories, being:
1.1.1. investment professionals, as defined for the purposes of article 19 of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (`FPO`);
1.1.2. entities of any kind qualified by the various provisions of article 49 FPO;
1.1.3. the director, officer or employee of any person in (1) or (2) above who is responsible for that entity’s investments and is approached in that capacity; or
1.1.4. a certified high net worth individual for the purposes of article 48 FPO.
1.2. In order to access the Portal and participate in Investment Opportunities, you will need to apply to join and be approved by ASK as an investor. Once approved you will become an “Investor” for the purpose of these Terms of Use.
1.3. The ASK approval process includes you completing our anti-money laundering and client onboarding process. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status or the jurisdiction in which you live or are a citizen. We may also suspend your Investor status at any time if we believe it is appropriate in order to comply with our legal or regulatory obligations.
1.4. You are responsible for all activity on the Portal by anyone using your account. If you authorise an agent, family member or employee to use your Portal account you will be responsible for their activity on the Portal. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Portal account is not you or we suspect illegal or fraudulent activity or unauthorised use.
1.5. You should be aware that no Investor has access to the Financial Ombudsman Service or the Financial Services Compensation Scheme in relation to any Investment participated in.

2. Investment Opportunities

2.1. You shall not use any information contained on the Portal in relation to an Investment Opportunity except for the purposes of considering that Investment Opportunity. You may not use, reproduce, modify or distribute any content contained on the Portal for (i) any commercial purposes, (ii) in any way that might compete with or cause detriment to ASK’s business, or (iii) for any purpose which is unlawful.
2.2. Any information contained on the Portal in relation to an Investment Opportunity or an existing Investment is confidential and must not be disclosed or distributed to any third party except with ASK’s prior written consent. You may, however, disclose such information to your external advisors (including without limitation your accountant, solicitor or financial advisor) on a confidential basis and for the purpose of advising you on that Investment Opportunity or Investment only.
2.3. We do not provide investment advice, legal advice or tax advice and we will not assess the suitability of an Investment in the context of any Investor’s personal circumstances. You are responsible for making your own investment decisions and you should seek professional advice if required.
2.4. No representation is made by ASK as to the accuracy or completeness of any information on the Portal.

3. Making an Investment

3.1. If you wish to participate in an Investment Opportunity, you will need to express your interest by specifying the size of the Investment you wish to make, using the guidance on the Portal to do so.
3.2. Whether we choose to accept your application to invest will be at ASK’s absolute discretion. For example, we may reject your application because the Investment Opportunity is over-subscribed.
3.3. If we accept your application to Invest in an Investment Opportunity, we will provide you with bank account details into which you should transfer your participation amount and provide you with further information on that Investment Opportunity as and when available and any procedures for completion of the Investment.
3.4. Further terms and conditions may be applicable to particular Investment Opportunities and these will be notified to you in the investment materials provided.

4. Selling an Investment

4.1. There is no established secondary market for Investments available through the Portal and so you should expect to hold your Investment until the relevant redemption date for that Investment or longer in the event that ASK agrees to extend the redemption date for an Investment, which ASK may be entitled to do under the terms of that Investment.
4.2. If you find a buyer for one of your Investments, you may sell them through us by providing us with details of the buyer. The buyer must also be registered as an ASK Investor in order for the Investment to be transferred to them
4.3. We may (but are not required to) offer an area on the Portal to assist Investors to buy and sell Investments amongst themselves.
4.4. Any payment made in connection with the transfer of Investments between Investors must be made through the relevant ASK bank account for that Investment.
4.5. We may charge fees for facilitating and registering transfers of Investments between Investors. Any fees will be notified to you in advance of completion of the transfer of an Investment.

5. Copyright and Trade Marks

5.1. ASK owns all present and future copyright, registered and unregistered trademarks, trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights existing in or relating to the Portal.
5.2. If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

6. Cookies and Privacy Policies

6.1. Please refer to our cookies policy and privacy policywhich shall apply to your use of both our website and the Portal.

7. Liability

7.1. You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms of Use or the terms of any Investment you make.
7.2. We shall not be liable to you for any loss or damage which you may suffer as a result of using the Portal, being an Investor or participating in an Investment except where such loss or damage was caused by our gross negligence, wilful default or fraud. We are not responsible for any breach of these Terms of Use which arises from circumstances outside our reasonable control. Our total liability to you shall not in any event exceed the amount of money you have invested in the particular Investment which give rise to the liability.
7.3. Nothing in these Terms of Use shall limit our liability for matters where liability cannot be excluded by law.

8. General

8.1. If any provision of these Terms of Use is found to be invalid, illegal or unenforceable under the laws of any jurisdiction this shall not affect the validity, legality or enforceability of the remaining provisions of these Terms of Use which shall (where possible) continue in full force and effect.
8.2. You may not assign, transfer or otherwise dispose of any of your rights and obligations under these Terms of Use. We are free to assign, transfer or otherwise dispose of any of our rights and obligations under these Terms of Use, but shall notify you in advance if the proposed transferee is not a member of ASK company group.
8.3. No delay or failure to exercise any right or remedy by us under these Terms of Use shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy by us under these Terms of Use shall prevent any further exercise of that right of remedy.
8.4. A person who is not a party to these Terms of Use cannot enforce or enjoy the benefit of any of these Terms of Use under the Contracts (Rights of Third Parties) Act 1999.
8.5. Each notice given to you under or in connection with these Terms of Use shall be in writing and delivered to you by email, to the email address your Portal account is registered with. Any notice given to us under or in connection with these Terms of Use shall be in writing and sent by post to A.S.K. Partners Limited, 35 Harley Street, London W1G 9QU.
8.6. These Terms of Use are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms of Use.