Terms and Conditions

Effective from 13 February 2023

1 TERMS AND CONDITIONS

This is a legally binding agreement. It regulates both your and our responsibilities and liabilities towards each other and includes important information about the services that we provide to our Clients (as defined below). It is important you read these Terms and Conditions carefully.

If you do not understand these Terms and Conditions, or if you have any enquiries regarding your Account or your Investment (each as defined below), please contact us at [email protected].

These Terms and Conditions will take effect as soon as you confirm you accept them during the Account opening process and will remain in force until your Account is terminated for whatever reason.

If there is any conflict between these Terms and Conditions set out in this document and any other document, these Terms and Conditions will prevail. If any of the terms in these Terms and Conditions are not consistent with the Applicable Regulations (as defined below), the terms of the Applicable Regulations take priority.

2 DEFINITIONS AND INTERPRETATIONS

2.1 In these Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:

"Account" means your account with us, comprising your Transaction Account, Cash Account and Custody Account, for the purposes of the transactions you undertake with us through our Platform;

"Acting in Concert" has the meaning given to it in clause 16 of these Terms and Conditions;

"Additional Information" means information we provide on the Platform other than information contained in the Announcements, as further explained in clause 21.1;

"Allocation" means the number of securities allocated to you;

"Announcement" the announcement by a Company or by us of a PrimaryBid Offer to a Regulatory Information Service in accordance with the relevant Market Rules, where applicable;

"Applicable Regulations" means any law, rule or guidance which affects us or your Account or any service we provide, most of which are contained in the FCA Rules;

"Appropriateness Assessment" means an assessment to determine whether a person has the necessary experience and knowledge in order to understand the risks involved in relation to the product or service offered or demanded;

"Bank Account" means an account held with a UK based credit institution;

"Broker" means any third party corporate broker which you may appoint from time to time to hold securities for you;

"Broker Account" means an account held by you with a third party broker into which your Allocation can be transferred;

"Business Day" means any day, other than a Saturday, Sunday or English bank holiday, on which the London Stock Exchange is open for business;

"Cash Account" means that part of your Account that represents the cash account in our books in which we record Client Money held by us for you from time to time;

"Client" means a person who signs up for the Service, and to whom we provide the Service;

"Client Assets" means securities, financial instruments and such other similar assets as we may from time to time accept into custody under these Terms and Conditions, and shall, where appropriate to the context, include certificates evidencing title to securities;

"Client Money" has the same meaning as in the FCA Rules, but broadly this is money held by us for you in respect of your Investments;

"Client Money Rules" means the requirements of the FCA Rules relating to holding Client Money;

"Code" means the City Code on Takeovers and Mergers;

"Company" means an entity whose securities are available for subscription or other purchase via a PrimaryBid Offer, information in respect of which is set out
on the Platform;

"Companies Act" means the Companies Act 2006, as amended from time to time;

"Company Materials" means information which a Company publishes, including its own website as well as any announcements to the Markets where applicable;

"Company Profile" means the information about a Company provided on the Platform;

"Completion" means completion of an Offer, that is at the point at which any conditions to which an Offer is subject are satisfied;

"CREST" means the UK central securities depository that enables title to securities to be evidenced and transferred in dematerialised form and operated by Euroclear UK & Ireland Limited;

"Custody Account" means that part of your Account that represents the custody account in your name in our books in which we record Client Assets held by us for you from time to time;

"EIS" the Enterprise Investment Scheme set out in the Income Tax Act 2007;

"FCA" means the Financial Conduct Authority, or any successor to it;

"FCA Rules" means FSMA, 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, including legislation of the European Union in force on 31 December 2020 incorporated into the laws of the United Kingdom under the European Union (Withdrawal Act) 2020, as such legislation is amended by that Act;

"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;

"Investments" means the investments which you may purchase using our Service, details of which are set out in our mobile application and/or on our Website;

"Investments Dashboard" means the section of your Transaction Account on the Platform showing your Investments, including those you have been successful in acquiring or where you have orders outstanding;

"Loss" means any allegation, claim, cost, expense, damage or other loss of whatever nature, and howsoever arising;

"MAR" the UK version of the Market Abuse Regulation (Regulation (EU) No. 596/2014), as amended from time to time;

"Market" NASDAQ, the New York Stock Exchange, the Hong Kong Stock Exchange, the Official List of the United Kingdom Financial Conduct Authority, the AIM Market and Main Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of FSMA) or any other market on which prices of securities are quoted for the purposes of trading
in those securities;

"Market Rules" means the rules of a Market;

"Nominee" means any third party corporate nominee which you may appoint from time to time to hold securities for you;

"Non-readily Realisable Security" has the meaning given to it in the FCA Rules, namely an Investment which is not a Readily Realisable Security;

"Offer Price" means the price that a particular security is provided at for subscription or purchase, as set out in the Announcement relating to the PrimaryBid Offer where applicable;

"Offer Securities" means the securities that form part of a PrimaryBid Offer;

"Platform" means the PrimaryBid mobile app and/or the Website operated by PrimaryBid, as applicable;

"Posting" means a Company Profile, and an Announcement for a Company taken together where applicable;

"PrimaryBid Offer" means an offer to subscribe for or purchase securities through the Platform, and following an Announcement, where applicable;

"Privacy Notice" means the privacy notice of PrimaryBid relating to our customers and users of our Platform, which is accessible via our Platform;

"PTM Levy" means the charge levied under the rules of the Takeover Panel on certain trades in the securities of companies whose shareholders benefit from the
protections afforded by the Code;

"Readily Realisable Security" has the meaning given to it in the FCA Rules, which includes an Investment admitted or to be admitted to a Market;

"Registration" means successful completion of opening your Account including acceptance of these Terms and Conditions and Risk Warnings, and the viewing of the Privacy Notice;

"Retail Client"as defined by the FCA in the FCA Rules, a customer who is not a professional client nor an eligible counterparty;

"Risk Warning" means the risk warning of PrimaryBid relating to each PrimaryBid Offer, which is accessible via our Website;

"Service" means the services that we provide in accordance with these Terms and Conditions as set out in clause 5.1;

"Stamp Duty Reserve Tax (SDRT)" means the statutory charge payable by a Client when purchasing securities electronically, except when subscribing to a new issue of securities in a company or where the relevant purchase is otherwise exempt;

"Subscription Amount" means the aggregate amount you are prepared to invest as part of a PrimaryBid Offer and for which you make an Investment;

"Takeover Panel" means The Panel on Takeovers and Merger;

"Tariff Page" means the list of costs and charges relevant to these Terms and Conditions, as set out from time to time on our Website;

"Terms and Conditions" means the terms and conditions as set out in this document;

"Transaction Account" means that part of your Account which represents the PrimaryBid transaction record you hold with us for the purposes of participating in a PrimaryBid Offer;

"we, us and our" means PrimaryBid 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" means, with respect to PrimaryBid, the website hosted at PrimaryBid.com, including all sub-domains thereof;

"you or your" as the context requires any individual person using the Platform or our Service.

IT IS VITAL YOU NOTE WHEN USING OUR SERVICE THAT WHEN YOU MAKE AN INVESTMENT IN A PRIMARYBID OFFER THAT INVESTMENT IS BINDING AND MAY NOT BE CANCELLED OR AMENDED EXCEPT AT OUR DISCRETION.

3 ABOUT US

3.1 We are PrimaryBid Limited, authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square, London E20 1JN, United Kingdom under firm reference number 779021. Our registered office is at Fifth Floor, Office B3, 80 Victoria Street, Cardinal Place, London SW1E 5JL. We are registered as a limited company in England and Wales, under number 08092575 and with the Information Commissioner's Office, and appear in the Data Protection Register under number ZA207857.

3.2 Whilst we are incorporated in England, we may operate our services from locations all around the world – in particular, the systems that we use may be based in other countries. We may also use or rely on third party service providers, agents, contractors, custodians, settlement systems and others to be able to offer our services and perform our functions. You agree that, as between us, there is no restriction on our ability to use these third parties.

4 YOUR RESPONSIBILITIES

4.1 Unless we notify you in writing otherwise, we classify you as a Retail Client. We are required by the FCA Rules to classify you as either a retail client, professional client or an eligible counterparty. Each category is afforded different protections under the FCA Rules with Retail Clients afforded the greatest protection. Unless you notify us that you are acting as an agent for someone else, we will treat you alone as our Client for the purposes of the FCA Rules.

4.2 If you notify us that you are acting as agent for someone else, provided you and they agree in writing, we will treat the person on whose behalf you act (and only them) as our Client for the purposes of the FCA Rules and, unless we notify you and the person for whom you are acting in writing otherwise, will categorise them as a Retail Client. Both you and the person on whose behalf you transact will be responsible in respect of your transactions.

4.3 Before you begin using our Service it is important that you consider the confirmations set out below. You should continue to operate your Accounts only if all of these are correct not only as of the date that you open your Accounts but also on the date you enter into any additional agreement with us and as of the date of each transaction and whenever you use our Service. By agreeing to these Terms and Conditions you agree and confirm to us that the confirmations are and will be true at all such times:

a) you are aged 18 or over;

b) you confirm that you are acting as principal and on your own behalf unless you inform us in writing to the contrary;

c) you confirm that you are bound by, and you have the power, authority and approvals to enter into and perform your obligations under these Terms and Conditions;

d) you confirm that you have, and any person designated by you will at all times have, the necessary authority to act in all respects in relation to these Terms and Conditions and each transaction;

e) you confirm that any information you provide to us is true, complete, accurate and not misleading;

f) you confirm that you are not insolvent or bankrupt or subject to any insolvency proceedings or arrangements;

g) you will provide us promptly on request with a copy of any documents which we may reasonably require from time to time;

h) you will not use our Service, our Platform, operate any Account or use the Website for any purpose which is unlawful, abusive, libellous, obscene or threatening;

i) you will ensure that all Investments and cash deposited with us are free from any rights or claims of third parties; and

j) you are resident and physically present in the UK for tax and all other purposes.

4.4 If any of these confirmations are untrue or your circumstances change, you must tell us as soon as possible by emailing [email protected] and in such circumstances we may decide to cease to provide the Service by either suspending your Account (which means that you will no longer be able to make any Investment through us until we allow that) and/or closing your Account permanently.

5 THE EXTENT AND NATURE OF OUR SERVICES

5.1 We will provide you with the ability to purchase an Investment through the use of our Platform, and we will arrange for such Investment to be settled, in accordance with your instructions prior to your purchase of such Investment, at (i) the Broker Account that you indicated to us during the onboarding process or (ii) your account with your Nominee; or (iii) your Custody Account with us. We will also hold Client Money on your behalf where required for the purpose of providing the above services. By accepting these Terms and Conditions, you confirm that you have an appropriate agreement and account with any Nominee or Broker you notify to us for the purpose of settlement under these Terms and Conditions, and you authorise us to hold any Client Assets recorded in your Custody Account as your custodian. You agree that any Client Assets or Client Money held for you by us will be held by us pursuant to, and that you will be bound by, the relevant provisions of these Terms and Conditions. We refer to these as the “Service” that we will provide to you.

5.2 In addition to our custody services, we solely provide an execution-only service which means we will not provide investment advice to you. You may not and must not regard either the information or any opinion expressed on the Platform as advice or an offer to buy, sell or otherwise deal in a particular way.

5.3 Generally, in the provision of our Service we undertake the activity of reception and transmission of orders. This means that when you place an order to make an Investment we receive that order from you and transmit it to the relevant Company. In doing so we do not normally act as your agent. From time to time, certain transactions are structured such that there is more than one step in the transaction process beyond mere reception and transmission of orders by us. In a transaction with more than one step, it may be necessary for us to act as your agent. For the purposes of any such transaction, you appoint us as your agent to act on your behalf, as we in our absolute discretion consider necessary for the purposes of that transaction, to take such steps as are necessary to fulfil your order for the relevant Investment. The scope of our appointment as your agent is limited to such steps and terminates once the relevant PrimaryBid Offer has completed. Nothing in this clause 5.3 overrides any other provision of these Terms and Conditions.

5.4 The Service offered is the same for all of our Clients. We do not offer tailor made services to any of our Clients and we do not offer any advice as to whether or not our Service is suitable or appropriate for any of our Clients. It is your responsibility, at all times, to ensure that the Service we offer (including the functionality that we offer and the way(s) in which we deliver the Service, including any changes to the Service), is suitable and/or appropriate for your specific needs and circumstances. When you decide to make an Investment you must do so on the basis of your own research and decision and we will not assess the suitability of any Investment you choose to buy. This means you do not have the benefit of certain protections under the FCA Rules. An assessment of suitability would take into account an investor’s knowledge and experience, financial situation and investment objectives and applies only when a firm makes a personal recommendation, which we do not.

5.5 In offering you the Service, PrimaryBid is not required, except in specific circumstances, to conduct an Appropriateness Assessment. This is because an Appropriateness Assessment is only required before certain types of services may be provided. We are not required to conduct an Appropriateness Assessment before you make an Investment in Readily Realisable Securities, and, therefore, in relation to Readily Realisable Securities, you will not benefit from any protection which might otherwise arise out of an Appropriateness Assessment. We may, in certain circumstances, choose to undertake an Appropriateness Assessment even where we are not under an obligation to do so and, in those circumstances, such assessment will be conducted in accordance with clause 5.6 of these Terms and Conditions).

5.6 Certain PrimaryBid Offers may contain an offer for Non-readily Realisable Securities (for example, warrants), whether alone or in conjunction with Readily Realisable Securities. Where a PrimaryBid Offer contains an offer for Non-readily Realisable Securities, PrimaryBid is under an obligation to perform an Appropriateness Assessment in relation to your use of the Service as it relates to that PrimaryBid Offer. Whilst an Appropriateness Assessment will be undertaken in accordance with the provisions of the FCA Handbook, the scope of that assessment, the analysis of any information provided by you and the assessment of whether our Service or a particular Investment is appropriate for you is entirely at our discretion. If we determine that our Service is appropriate for you in relation to any PrimaryBid Offer or in relation to any particular Investment, that does not constitute investment advice or a recommendation that you engage in investment activity and such a determination remains subject to clause 5.2 of these Terms and Conditions. If we determine that our Service is not appropriate for you in relation to any PrimaryBid Offer or in relation to any particular Investment, subject to clause 5.7 of these Terms and Conditions, you will not be entitled to participate in any such offer or seek to acquire any such Investment. Please refer to clause 8.9 of these Terms and Conditions.

5.7 In the event our products and Services are deemed to not be appropriate for you, we may, in our sole discretion and strictly in accordance with FCA Rules, allow you to proceed to use our Services and/or invest in our products. However, please note we are under no obligation to allow this.

5.8 Even where PrimaryBid has undertaken an Appropriateness Assessment, we may be required to undertake further checks and/or periodic reviews, including further Appropriateness Assessments, that we in our sole discretion determine are necessary or appropriate in the circumstances. Where we request further information from you, you will cooperate with us and promptly supply any information we request.

5.9 If you are in any doubt as to whether to make an Investment or to use our Service you must take appropriate advice from an authorised investment adviser. You agree that, when you make an Investment through our Service, we will be entitled to assume that you have considered the risks and merits of the proposed Investment and taken independent advice where necessary.

5.10 In addition to any Announcement, Company Profile and Additional Information, you should review other Company Materials before proceeding with making an Investment. The Prospectus, Key Information Document (KID) and/or Information Booklet, where available for certain Offer Securities, will be linked to our Platform and will be available for you to review prior to making an Investment. By providing an application for any Investment, you confirm that you have read each relevant document and agree with, and understand, its contents.

5.11 We provide a series of Risk Warnings, including our Conflicts of Interest Policy, which apply to Investments and dealings generally. You should consider these carefully before considering making an Investment.

5.12 We may delegate any of our administrative functions and responsibilities to a third party. If we do, we will satisfy ourselves that the third party is competent to carry out any such function or responsibility, but we will only be responsible for the operation of your Account in accordance with these Terms and Conditions.

5.13 You hereby agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from your decision to make an Investment or otherwise through the use of our Service, including any changes we make to it.

5.14 You hereby agree that you are solely responsible for selecting, and entering into an agreement with, a Nominee or Broker, and neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors has agreed to advise regarding, is responsible for, or will have any liability for, your choice of any Nominee or Broker, or the services provided to you by any Nominee or Broker.

5.15 The Service provided by us under these Terms and Conditions does not include the provision by us of any assistance with the sale of any of your Client Assets (or any securities held for you by a Nominee or Broker), whether by arranging or executing a sale on your behalf, or settlement of any sale by you, or any other action. Without prejudice to your right to instruct us to transfer any of your Client Assets to a third party at any time (subject to these Terms and Conditions, including the transfer fee referenced in clause 18.4), if you wish to sell any of your Client Assets, you must prior to such sale give us all necessary instructions to enable us to transfer such Client Assets to a Broker or other entity appointed by you who has agreed to sell, or settle the sale of, the relevant securities on your behalf. We will carry out such transfer subject to these Terms and Conditions, including the transfer fee referenced in clause 18.4.

6 CHANGES TO OUR SERVICE

6.1 Our Service may change from time to time. These changes could include, by way of example only: (i) adding features or functionality to our Service, (ii) removing features or functionality from our Service, (iii) changing the countries whose residents are allowed to use our Service, (iv) changing the look and feel of our Platform, (v) changing the way in which our Service is delivered, (vi) changing the functionality of these delivery mechanisms, (vii) changing the systems that we use to deliver the Service, or (viii) changing the third parties we use or rely on to be able to deliver the Service. This is not an exhaustive list of the types of changes that we may make.

6.2 You will not necessarily be notified of any changes to our Service before we make them, or before they take effect, so you should always make sure that our Service remains suitable to your specific needs and circumstances.

6.3 If we do make changes to our Service and, as a result, we are no longer able to offer our Service to you (for example, if we should ever need to remove a country from the list of countries whose residents are allowed to use our Service), we will take reasonable steps to try to notify you of this (by email, through our Platform, or through other means) in advance of the change taking effect. We may not always be able to provide advance notice of such a change. However, the fact that we may not, or may not have been able to, give you advance notice of a proposed change will not stop us from implementing that change.

6.4 Your right to use our Service will cease immediately and automatically from the moment that our Service is changed in such a way that we can no longer lawfully or practically provide our Service to you. In such an event, we reserve the right to either freeze your Account (which means that you will no longer be able to make any Investment through us until we allow that) and/or we may close your Account permanently.

7 YOUR TRANSACTION ACCOUNT

7.1 Once you have successfully completed the Registration you will be able to access your Transaction Account, and we will open a Custody Account and Cash Account for you in our books. The purpose of your Transaction Account is to enable you to make Investments and for us to discharge our regulatory obligations and to facilitate payments for Allocations. If the online Registration is not completed in full, or is for any reason not satisfactory, we will not open your Transaction Account.

7.2 When you make an Investment you are required to make a payment equal to your Subscription Amount, that is the number of Offer Securities you are subscribing for multiplied by the Offer Price, plus any additional amounts reflecting charges, costs or taxes we incur or (as described in our Tariff Page from time to time) levy in connection with the relevant transaction. Where no Offer Price has been announced at the time you subscribe and conclude your payment, you are subscribing for a number of Offer Securities which is equal to your Subscription Amount divided by the Offer Price once announced, taking account of any charges, costs and/or taxes.

7.3 You may close your Transaction Account at any time by giving us written notice. Providing we can deal with Investments in accordance with your instructions, we will close your Transaction Account within 20 Business Days of receipt of your written notice. Any Investment made in or before the notice period will still be binding on you and any fees or charges incurred by you in or before the end of the notice period remain your responsibility.

7.4 If you close your Transaction Account, we will use our reasonable endeavours to procure the return of any payments received into the Cash Account less any fees and costs due and payable to us, and sums invested in Investments, and transfer any Client Assets recorded in your Custody Account for you as you direct us in writing. You should note that any transaction which is the subject of a PrimaryBid Offer will be completed before any cancellation takes effect and you will remain liable for all sums due in respect of that PrimaryBid Offer.

7.5 We have the right to close or suspend your Transaction Account at any time, acting reasonably, by giving you at least 20 Business Days’ written notice. We also reserve the right to refuse to open a Transaction Account for you without giving you any reason. Provided notice is given to you in accordance with these Terms and Conditions, we have the right to close or suspend any or all Transaction Account(s):

a) if you do not make any payments due in respect of any Investment or fee or if you do not make any other payments due to us for more than 20 Business Days after we have notified you that the payment is overdue;

b) if you become insolvent or bankrupt or are subject to any insolvency proceedings/arrangements;

c) if you die;

d) if you seriously or repeatedly fail to comply with any of these Terms and Conditions;

e) if you become of unsound mind, or become a patient for the purpose of any statute relating to mental health, or are placed under any guardianship;

f) where we believe it is necessary or desirable to enable us to comply with any Applicable Regulations;

g) if there has been or we suspect there has been fraud involving any of your Accounts or any transactions on your Transaction Account;

h) if you cease to be resident in the UK and it would be, in our reasonable opinion, a breach of the laws of any jurisdiction for us to continue to provide any Service to you or for you to have any Account with us.

7.6 The closing or suspension of a Transaction Account will not affect any outstanding Investments or any rights or obligations which may already have arisen between you and us for that Transaction Account. However, transactions in progress at the date of closing or suspension of the Transaction Account will be completed by us as soon as practicable.

7.7 In closing a Transaction Account under this clause 7 we may, without notice:

a) treat any Investment transaction that is then outstanding as having been cancelled and terminated; and/or

b) close out, replace or reverse any outstanding Investment transaction or take such other steps as we consider reasonably necessary to cover, reduce or eliminate our loss or responsibilities under any contract, positions or commitments relating to your Transaction Account.

7.8 In case of death when your Investment transaction is yet to be settled, the latter will be transferred to your legal heirs of the deceased upon providing proof of death in addition to proof of authority and identification of your legal heir.

8 THE INVESTMENT PROCESS

8.1 Once you have logged into the Platform using your login details you will be able to browse details of the PrimaryBid Offers and make an Investment, as well as to deposit monies from the payment method used. Our Platform provides the functionality for you to place Investments, any orders submitted via email will only be allowed on an exceptional basis at our sole discretion.

8.2 It is not guaranteed that any PrimaryBid Offer, once made, will proceed to Completion. Offers of securities are sometimes subject to conditions or other market factors which prevent them from completing. We accept no liability to you for any PrimaryBid Offer that does not proceed to Completion.

8.3 The investment decision with respect to any Investment through the Platform is yours and yours alone. Other than the information contained in an Announcement or other document approved by us for the purposes of section 21 FSMA and/or where specifically something has been, and is explicitly stated as being, approved by us, we have not reviewed or approved any information about the business, including any information, Announcements, Company Materials or other information on websites that are linked to from the Posting. We do not review or approve any Company Materials and undertake no due diligence on your behalf or in support of any investment decision in respect of Companies making PrimaryBid Offers. We may provide links to Companies' websites but do so as a matter of convenience only and without providing any endorsement or approval of the content of such sites.

8.4 It is your responsibility to ensure that your personal information is accurate and complete in all respects and that you keep it up to date.

8.5 We do not examine or investigate the accuracy of your Investment (i.e. your intention of making it or the amount of it) and you hereby agree that we may assume, at all times, that your Investment, as received by us, is correct and reflects your requirements. If you do make a mistake you must contact us as soon as possible by email at [email protected]. There is no certainty that we can unwind an order for an Investment you have made or will be available to respond to you prior to the execution of an Investment.

8.6 You will bear all risk of your Investment, even if it is incorrect or does not reflect your requirements and you agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us executing your Investment as we have received it.

8.7 All Investments will be executed in accordance with our Order Execution Policy. You confirm that you have read and agreed to our Order Execution Policy by accepting these Terms and Conditions. Our Order Execution Policy may change from time to time. We will notify you of any material changes to our order execution arrangements or execution policy. It is your responsibility to ensure that you reconfirm and accept our Order Execution Policy before you make an Investment and you agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of your failure to review our Order Execution Policy.

8.8 When investing via PrimaryBid you are purchasing securities directly from the Company which is issuing them, or from any other investment participant at that time, and not via a dedicated financial market, therefore by accepting these Terms and Conditions, you agree that your orders will be executed outside a regulated market or a multilateral trading facility.

8.9 We reserve the right to refuse to accept your Investments and/or to execute them after we have received them, at our sole discretion. We will use reasonable endeavours to notify you if we refuse to accept your Investment and/or if we decide not to execute them, although there may be circumstances where we are unable or not allowed to do so. You agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of our decision not to accept and/or not to execute your Investments.

8.10 You can place an Investment in respect of a PrimaryBid Offer by clicking on the “Subscribe” or “Apply” button in the Platform. You will be asked to confirm how much you want to invest. The Offer Price will be set out on the Platform or in the Announcement, where applicable, and any Investment you make will be at that Offer Price. If no Offer Price is set out in the Platform or in the Announcement then any Investment you make will be for a quantum of money rather than a number of Offer Securities, at whatever the Offer Price may be. In the event that the Offer Price is lowered by a Company after making an Announcement you will be deemed to make an Investment at that lower Offer Price and that will become your Offer Price.

8.11 It is entirely at a Broker’s or Nominee’s discretion as to whether or not it makes an Offer available to its clients and we accept no responsibility or liability for the failure of a Broker or Nominee to do so.

8.12 Any Investment will be rejected if there is insufficient money in your Bank Account to cover your Investment in full.

8.13 Investments must be made for at least the minimum amount stated in the Platform or in the Announcement related to each particular PrimaryBid Offer. You cannot invest more than any maximum investment amount in any PrimaryBid Offer, as set out in the Platform or in an Announcement. If you make an Investment for more than any maximum subscription amount, we will need to share your identity and other information with the Company, and you consent to this when you make such an Investment.

8.14 You are required to maintain a Bank Account, with a bank located in the United Kingdom, at the point in time that you register for our Service. This will be the account from which we will accept transfers of funds and to which we will transfer your funds if appropriate. We do not currently accept bank accounts outside of the United Kingdom or bank accounts denominated in a currency other than Pounds Sterling.

8.15 You may change your Bank Account to another bank account located within the United Kingdom, using the mechanisms that we provide for this purpose as part of our Service and subject to any anti-money laundering checks we deem to be required before accepting the change.

8.16 You hereby confirm and warrant that you are named on the Bank Account from which you make payment and that you are authorised to make payment from that Bank Account and to authorise us to transfer funds into your Bank Account.

8.17 When you make an Investment it is binding on you and may not be withdrawn or amended unless otherwise stated or agreed in writing, and in our absolute discretion. Where an Announcement states that a PrimaryBid Offer is subject to conditions, your Allocation is subject to fulfilment of those conditions. If a PrimaryBid Offer does not proceed for any reason we will have no liability to you for that. If a Company makes any changes to its offering that affect a PrimaryBid Offer, we will use reasonable endeavours to communicate such changes to you as soon as practicable where we believe such changes should be drawn to your attention. Where appropriate, we will also provide to you the opportunity to change your investment decision. However, such changes, and the timetable applicable to a related PrimaryBid Offer, are beyond our control and, by participating in a PrimaryBid Offer, you acknowledge and agree that we will have no liability to you in circumstances where, despite our attempts to communicate with you, such communications have not been received by you, and/or you are unable to respond within the time available.

8.18 You can view your Investment and your full transaction history, and a statement of any Client Assets and Client Money held for you, through your Investments Dashboard section of the Platform at any time. Additionally, every quarter we will make available on your Investments Dashboard section of the Platform a statement containing the details of all Client Assets or Client Money held for you at the end of the period covered by the statement. We will notify you via the email address that you provided to us during the Account opening process that the statement is available. You will notify us as soon as practicable of any errors contained in any statement. If we become aware (following a notification by you or otherwise) of any error contained in a statement or other transaction information on your Account you authorise us to make the necessary amendments to rectify the error. If you request an additional statement of Client Assets and Client Money held for you, we will provide such a statement and may charge you such commercial cost as we may notify to you on our Tariff Page from time to time which we will require you to pay in advance of provision of the statement by us. None of the information we present may be relied on as a valuation or other indicator of value of any Investment.

8.19 When you subscribe for certain Offer Securities, SDRT is not chargeable. Where the PrimaryBid Offer is for a mixture of new shares and existing shares, or only existing shares, the vendors of those existing shares may, at their sole election, choose to pay HMRC directly the amount of the SDRT liability on the sale, and such SDRT will not, therefore, be chargeable to you. If that is the case, it will be clearly stated in the Announcement. In all other cases, SDRT will be payable by you at the prevailing statutory rate and you consent to the automatic deduction at settlement of an amount equal to such SDRT from your Cash Account for payment to HMRC. The effect of this is that your Subscription Amount in relation to a particular Investment, which can be used to subscribe for that Investment, is reduced by the amount of such SDRT liability. Any amount remaining in your Cash Account that relates to a particular Investment on which you have a SDRT liability will, following a) payment of the amount required to subscribe for that Investment, b) payment of that SDRT liability, and c) the deduction of any other applicable charges, be refunded to you as soon as practicable.

8.20 Other than for an Investment for new shares, the PTM Levy is payable by you at the prevailing rate on all Allocations where the total of the consideration (excluding charges and taxes) is greater than £10,000.

8.21 If a Company for which you have made an Investment does not receive all of the funds it is seeking or any conditions to the PrimaryBid Offer are not satisfied, the PrimaryBid Offer will terminate. Separately, we may decide to terminate a PrimaryBid Offer at any point before its planned or stated expiration date for any reason and at any time. In the event that a PrimaryBid Offer is terminated, any Investments you have made will be terminated and, if you already made a payment, we will refund you via the payment method used. We will not be liable to you for any loss, damages or costs arising from our decision to terminate a PrimaryBid Offer.

8.22 We reserve the right to cancel any outstanding Investment without notice where we believe, in our sole discretion, that there is sufficient justification to do so. This may include, for example and without limitation, where we believe there is a regulatory reason to do so, in circumstances where we are requested to do so by our counterparty or the relevant exchange, where we believe it is necessary to maintain an orderly market or, if you make multiple Investments within a short space of time where the aggregate size of those Investments exceeds the maximum size. We shall not be responsible for any loss or expense you incur as a result of the cancellation of the Investment in such circumstances provided we have not acted negligently.

9 ALLOCATION OF THE INVESTMENT

9.1 Your participation in a PrimaryBid Offer is considered successful when you receive the confirmation of your Allocation by email. We will send you this email as soon as practicable once a Company has accepted your Investment and proceeds with the relevant PrimaryBid Offer (or such other time as notified by the Company). If you only received a payment confirmation email but not an Allocation email then we will proceed with issuing a refund back to you via the payment method used.

9.2 You should note that some PrimaryBid Offers may require the consent of a general meeting of existing shareholders of the Company or other consents which may delay settlement. Your Investment is conditional only on those matters and may not be withdrawn. Your Allocation is also conditional on those conditions. You should also note that settlement and its timing depend very much on the actions of your own Broker and/or Nominee and we cannot guarantee the time period in which settlement will take place. We do not accept liability for any Loss arising due to delays in the settlement process, subject to the provisions of clause 11 and 26.2 below.

9.3 A PrimaryBid Offer may close earlier than the time indicated in the Platform or in the Announcement. We accept no liability where you do not subscribe in the PrimaryBid Offer before it closes and we no longer accept participation in any PrimaryBid Offer. It is your responsibility to create your Accounts in sufficient time and to make any Investment in a timely fashion so as to avoid missing participation in any PrimaryBid Offers.

9.4 If a PrimaryBid Offer is oversubscribed we, or the Company, may scale back participation or allocation in that PrimaryBid Offer on any basis which we or the Company see fit, which may include giving priority to one or more investors on economic or regulatory grounds at our entire discretion. We reserve the right to make allocations in respect of a PrimaryBid Offer on any basis which we consider to be appropriate, after consultation with the Company.

9.5 We accept no responsibility or liability to you if funds transferred by you are not received in time for you to receive an Allocation in a PrimaryBid Offer. Any payment that is received late will be refunded back to you via the payment method used. Additionally we accept no responsibility or liability to you if any payment you instruct is not capable of being made through any action or omission of your bank, our bank, any issue with any internet service provider or any third party or if there is any malfunction of the Platform. We give no warranty that the Platform will be functional at all times for all purposes.

9.6 Where a PrimaryBid Offer is denominated in fractions of pence or contains any fraction of pence we may where it is administratively easier to do so round down or round up your Allocation so your Investment represents a sum which can sensibly be paid by you. The effect of any such rounding should not be material.

10 SETTLEMENT OF YOUR INVESTMENT

10.1 Should a PrimaryBid Offer require admission to trading, the Announcement will specify the dates on which the relevant Offer Securities is expected to be admitted to the relevant Market following Completion. As the Settlement Date depends on the coordination of different market participants, the settlement date may vary according to the circumstances. In each case the Announcement will constitute a notification to you of these dates.

10.2 Your Allocation will be settled through an appropriate central securities depository, such as CREST in the UK. Any assets allocated to you as part of a PrimaryBid Offer will, unless settled directly into your account with your Nominee, be held by us on your behalf in your Custody Account until we have finally settled those assets into your Broker Account which you are required to notify us of.

10.3 As part of this process, you have accepted the terms governing our services as your custodian which form part of these Terms and Conditions.

10.4 When you subscribe for certain Offer Securities, and if you have not provided us with details of your Broker Account, then we may send you a paper certificate to the address registered in your Transaction Account. This is not guaranteed and will only be actioned in exceptional circumstances and in our sole discretion. We do not accept liability to any person requesting the issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate. Any relevant requests shall be addressed to the Company.

10.5 You agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss of or reduction in your funds or allocated Offer Securities whilst held for you by your Nominee or Broker (including if any Nominee or Broker should become insolvent or otherwise unable to transfer your Offer Securities) or for any delay in your Nominee or Broker transferring your allocated Offer Securities based on your Investment.

10.6 We may have to charge a fee (as stated on the Tariff Page from time to time) if any transfer to your Broker Account fails or where we are required to hold Offer Securities for you for more than ten Business Days.

10.7 Where you make an Investment, we in turn rely on market infrastructure and counterparties to settle the transaction. As we do not have control over this, we accordingly accept no liability, of whatever nature, if such a transaction fails to settle or for any Loss arising from a failed transaction. We will credit your Cash Account with the amount of any transaction that has not settled, as soon as may be practicable in the circumstances, less any costs or fees that are not refundable.

10.8 The price at which we execute your Investment will be the price that is stated on the Platform or in the Announcement or the price determined at the closing of the book building process and is not something we can control. We are not responsible for any movements in the market between the time that you made the Investment and the time that the latter is settled in your Broker Account. You accept and understand that there might be a difference between the Offer Price and the price of your Investment at the point of settlement.

10.9 No interest is payable on any sum of money held for you in your Cash Account, even if there is any interest paid to us in respect of that sum.

10.10 We are not responsible for the entry or any other price at which your Broker marks your Investment in your Broker Account.

11 CLIENT MONEY AND CLIENT ASSETS

Client Money

11.1 Where you make a payment for subscriptions to us it will be treated as Client Money under the FCA Rules. It will be pooled with the client money of our other customers and deposited in an omnibus account with other financial institutions, on trust at all times in accordance with the FCA Rules. This means your money will be held separately from our own money in an account designed to facilitate efficient settlement of transactions and designated as holding Client Money. The reason for this is to protect you in the event of our financial failure. In such a circumstance, our general creditors should not be able to make claims on Client Money, as such Client Money will not form part of our property. The fact that we will hold money on trust gives rise to fiduciary duties which will be owed to you until the Client Money reaches a Company, or is due and payable from you to us under these Terms and Conditions and deducted from the Cash Account accordingly, or is paid to charity under clauses 11.3 or 11.4 or transferred to a third party under clause 11.5 of these Terms and Conditions, at which time our fiduciary duties with regard to your money will cease.

11.2 All due skill, care and diligence will be exercised in the selection, appointment and periodic review of any institution with whom your money is placed. We will not, however, be responsible for any acts or omissions or failure or insolvency of any bank with which we hold Client Money, or other third party, or any payment services provider used for such purposes, therefore in the event of such an insolvency, we may only have an unsecured claim against the relevant entity on behalf of you and our other clients, and you will be exposed to the risk that money reclaimed from the insolvent entity is insufficient to satisfy the claims of you and our other clients in respect of the relevant account with that entity. Whilst we may provide you with access to a payment services provider, we do not instruct or facilitate any payment made by you. We will also not be held responsible for any underlying faults in the banking system, nor any fault or error however arising with any device used to access your Account or which you use to instruct or make any payment.

11.3 When purchasing Investments, there may be instances where a fraction of a penny is included in the total cost of your Investment. In these instances, we will round the cost of the Investment to you to the nearest whole penny, whilst ensuring the total cost for that particular transaction is met in full. Where a shortfall arises between the total monies required to meet all purchase costs on any given day and the total monies we collect from Clients, we will use PrimaryBid's own monies to fund this shortfall. Where a surplus arises in the same process, subject to consultation with the FCA should we feel it necessary or desirable, this will be paid to a registered charity of our choice. You agree that we will not remit that amount to you, nor hold it as Client Money for you, and you shall not have a proprietary claim over such amount.

11.4 We may cease to treat any unclaimed balance allocated to you or for your account as Client Money in accordance with the requirements as set out in the FCA Rules. We may pay away to a registered charity of our choice a Client Money balance which is allocated to you and if we do so the released balance will cease to be Client Money provided that we have held the balance concerned for at least six years following the last movement on your account (disregarding any payment or receipt of interest, charges or similar items) and we have taken reasonable steps to trace you to return the balance. Except for amounts below the de minimis level specified in the FCA Rules from time to time, where we have paid your Client Money balance to charity in accordance with this clause 11.4, we unconditionally undertake to pay you (or ensure that a member of our group unconditionally undertakes to pay you) a sum equal to such balance paid in the event that you seek to claim the balance in the future.

11.5 Where we transfer any part of the Service to another appropriately authorised institution chosen by us, except in relation to amounts below the de minimis level specified in the FCA Rules which may be transferred in accordance with the FCA Rules, you authorise us to transfer to that appropriately authorised institution any Client Money held by us for you which relates to the part of the Service transferred, provided the transferee agrees to hold the Client Money for you in accordance with the FCA Rules.

Custody

11.6 Where we hold Client Assets for you, these will be held on your behalf and recorded in a separate Custody Account in our books.

11.7 Client Assets which are registered securities may be registered in the relevant record of title, where permitted by the FCA Rules: (i) in your name or in the name of a nominee; or (ii) if such securities are subject to the law or market practice of a jurisdiction outside the United Kingdom, in our name or that of a third party. You are hereby notified that in certain cases, for example where securities are registered in our name or in the name of a third party, such securities may not be separately identifiable from our assets or those of the third party, and in the event of our insolvency or that of the third party, your securities may not be as well protected from claims made on behalf of our general creditors or those of the third party.

11.8 We may delegate the holding of Client Assets to any third party sub-custodian, settlement system or nominee, and on such terms, as we may consider appropriate from time to time, and where we do so:

a) We will exercise reasonable care and due diligence in selecting, and monitoring the performance of, such third party, but we do not guarantee proper performance by the third party and, subject to clause 26.2 of these Terms and Conditions, we will not be responsible if the third party fails to meet its obligations, except that where the third party is a nominee controlled by us or by any of our affiliates, we accept the same level of responsibility to you with respect of any requirements of applicable custody rules under the FCA Rules.

b) We may hold your Client Assets together with assets held for our other clients in an omnibus client account with the third party.

c) In the event of the insolvency of such third party, we will make reasonable efforts to recover Client Assets held with such third party, but we will have no liability if, and you will be exposed to the risk that, assets reclaimed from the insolvent entity are insufficient to satisfy the claims of you and our other clients in respect of the relevant omnibus account with that entity and the shortfall in securities may be shared pro rata among you and all other clients concerned.

d) We may permit any such third party to sub delegate the holding of Client Assets.

e) Client Assets held with any such third party, or its subdelegate, may be subject to a lien, security interest or similar right granted by us or the third party, or otherwise arising, in each case to the extent permitted by the FCA Rules.

f) Subject to 11.8(a) above, we will not be responsible for any Loss incurred by you as a result of any acts or omissions or failure or insolvency of such a third party which is not a settlement system.

g) We shall in no circumstances be held responsible or liable for any underlying faults in, or any act, omission or insolvency of, any settlement system, any Nominee or Broker appointed by you, or any third party broker.

11.9 Client Assets may be held in accounts subject to the law of a jurisdiction other than that of the United Kingdom, and in such case the legal and regulatory regime applying to any such accounts will be different from that of the United Kingdom and therefore your rights in respect of such Client Assets may differ accordingly.

11.10 Where we have held Client Assets for you for at least 12 years, and in that 12 years we have not received any instruction in relation to any of your Client Assets from you or on your behalf, and we have taken reasonable steps to trace you and return the Client Assets to you, the FCA Rules permit us to either (i) liquidate the unclaimed Client Assets at market value and pay away the proceeds, or (ii) pay away the unclaimed Client Assets, in either case, to a registered charity of our choice. We unconditionally undertake that, where we have paid your unclaimed Client Assets (or the liquidation proceeds thereof) to charity in accordance with this clause 11.10, we will pay you (or ensure that a member of our group unconditionally undertakes to pay you) a sum equal to the value of the Client Assets at the time of liquidation or payment away in the event that you seek to claim such Client Assets in future.

11.11 Client Assets held for you by a Nominee or Broker will be held by that Nominee or Broker in accordance with the relevant terms they have agreed with you. If the Nominee or Broker becomes insolvent, you may have a claim against the Nominee or Broker under the relevant terms they have agreed with you.

General

11.12 In the course of carrying on our regulated activities, we have permissions to hold and handle Client Money and Client Assets on your behalf, in each case in accordance with the FCA’s Client Assets Sourcebook (CASS) rules (which are part of the FCA Rules), which are designed to protect you.

11.13 You shall deliver to us any necessary documentation to ensure timely processing of your transactions as we may reasonably require for the provision of the above Service.

11.14 You will not have to pay any specific fees to us for the provision of the above Service, except with respect to the matters specified on our Tariff Page.

11.15 Nothing in these Terms will override our obligations under the FCA Rules.

11.16 We may at any time reverse any provisional or erroneous entries in the Custody Account or Cash Account with effect back valued to the date upon which the final or correct entry (or no entry) should have been made (including reversals necessary to reflect adjustments by any third party bank, subcustodian, settlement system or nominee to its records as a result of bad deliveries).

12 CORPORATE ACTIONS

12.1 A person who holds certain Offer Securities may from time to time be invited to cast votes in relation to the relevant company, attend company meetings, subscribe for additional securities and/or to take other actions, all on account of the fact that that person is a holder of those Offer Securities. These are referred to as “corporate actions”. The registered holder of those Offer Securities will be informed of these corporate actions. You hereby: (i) acknowledge and agree that, except where applicable law requires it, we will have no duty to inform you of any corporate actions related to any Offer Securities that are beneficially owned by you through us, even if we become aware thereof, (ii) instruct that the default option applicable to such corporate action shall apply, and (iii) irrevocably waive your right to exercise any corporate actions that may be exercised by the holder of the Offer Securities that you beneficially own through us.

12.2 To the extent that your Offer Securities entitle you to any proceeds (for example, dividends, interest or principal in the form of cash) or to other benefits (for example, securities issued by way of a rights issue) you hereby acknowledge and agree that we will have no duty to inform you of any payment of such proceeds and other benefits related to any Offer Securities that are beneficially owned by you through us, even if we become aware thereof.

12.3 We are under no obligation to initiate or defend any legal action or take any action with respect to your Offer Securities.

13 IDENTITY AND ANTI-MONEY LAUNDERING CHECKS

13.1 We have certain responsibilities under the FCA Rules and other applicable regulations to verify your identity and run anti-money laundering checks on you. In order to fulfil these responsibilities, we may use a third-party identification checking service to confirm your identity when you complete the Registration. If we are not able to verify your identity to our satisfaction, you may be asked to send us physical versions of certain identification documents. By completing the Registration you expressly agree that we may run any and all of these checks on you, and that you will not be able to make Investments or payment for those until and unless we are able to complete these checks to our satisfaction. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to make Investments or payment for those whilst the checks are pending or as a result of the unsatisfactory completion of the checks. More information on such checks are described within our Privacy Notice.

14 THE PLATFORM

14.1 Your interactions with us will take place almost entirely through the Platform. You will use the Platform to make Investments, and to follow the progress of your Investments until settlement which is the point at which an Investment has been credited to your Broker Account directed by you. There are certain exceptions where we may interact with you via direct e-mail or telephone but in general you should expect that you will not be able to communicate with us via any means other than the Platform. If you are uncomfortable using the Platform for these interactions, you should not create an Account with us.

14.2 During the Registration process you will set your own username and password. Your username and password are personal to you and are not transferable. As long as the correct username and password are entered, we will assume that you are the person conducting activity on the Platform. You may not share your username or password with anyone else, and, in the event you do so, you will be fully responsible for all actions on the Platform by the person with whom you share them and by any other person with whom that person shares them, and we will not be liable to you for any losses, damages or costs arising from you sharing your username or password. Except to the extent that we notify you otherwise, you may only access the Platform whilst you are present in the United Kingdom. You should note that we may terminate or suspend your access to the Platform under specified circumstances as described in clauses 6.4 and 7.5 above and 14.10 below. If your Accounts are terminated or are suspended pursuant to clauses 6.4 or 7.5 or 14.10 of these Terms and Conditions, your access to the Platform will be terminated at the same time.

14.3 We will take reasonable steps consistent with our legal duties to protect your Account and secure them, however we are not liable for security breaches that may occur where we have complied with those obligations.

14.4 Your username and password are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached. If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity. Your Accounts will contain your personal details and will contain a summary of transactions you have executed via using our Service, as well as other information. It is important that you ensure the security of your Accounts.

14.5 You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

14.6 You agree to indemnify us and hold us harmless from and against any loss, damages or costs arising from or in connection with any information you provide to us via the Platform.

14.7 Whilst we target to have our Service available without interruption, we cannot guarantee that our Service will always be accessible by you, always available and always functioning properly or error-free.

14.8 We may, from time to time, suspend our Service to perform routine or emergency maintenance or to upgrade or replace our systems. Where this is the case, we will use reasonable endeavours to notify you of any planned downtime, however we may not always be able to provide you with advance notice.

14.9 If our Service is unavailable and/or if you are unable to communicate with us for whatever reason, this may affect your ability to make an Investment before the PrimaryBid Offer is closed. You agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your inability to access our Service, whatever the reason or cause for that inability.

14.10 There are circumstances in which we may terminate your access to the Platform even if you have an outstanding Investment which has yet to proceed to Completion. These circumstances may include using the Platform in any way:

a) that causes, or is likely to cause, the Website or access to it to be interrupted or damaged in any way;

b) for fraudulent purposes, or in connection with a criminal offence; c) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam;

d) to cause annoyance, inconvenience or needless anxiety; or

e) which gives rise or may give rise to criminal or other liability on our part.

15 YOUR LEGAL OBLIGATIONS

15.1 All transactions will be subject to the Market Rules and Applicable Regulations.

15.2 You agree that you will use your Accounts and make Investments at all times in accordance with all applicable laws and regulations. You will, in particular, but without limitation, not (i) engage in any practice that is considered to be market abuse, (ii) use your Accounts or make Investments in connection with any attempt to launder money or avoid applicable sanctions against any person, company or country, or (iii) provide any false or otherwise misleading information in relation to your identity or personal circumstances that we request in order to provide you with any Account.

15.3 You agree that you are not and will not become, for the duration that these Terms and Conditions remain valid, a US person for the purposes of residency or tax.

16 ACTING IN CONCERT

16.1 As defined in the Code, persons Acting in Concert are persons who, pursuant to an agreement or understanding (formal or informal) co-operate to obtain or consolidate control of a company or frustrate the successful outcome of an offer for a company. This can take place by persons collectively obtaining more than 30 per cent of the voting rights of a company. Communicating with other investors can result in this shareholding being calculated collectively, resulting in a collective shareholding of 30 per cent. The consequence of Acting in Concert is the collective shareholders having to make a mandatory bid for the entire company. Therefore you must not use the Platform to consolidate control of a Company. We are not Acting in Concert with you and will never do so. We will report any activity we see fit to the Takeover Panel or the FCA or any other relevant regulatory or other authority in any jurisdiction.

17 TAXATION

17.1 Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your Investments. Payment of these taxes are entirely your responsibility and, save as required by law (in which case you consent to deduction of relevant amounts from your Cash Account for payment to the relevant tax authority), we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability other than the information about your Transaction Account and Investments. Your liability to tax is dependent on your personal circumstances and independent advice should be sought if required.

17.2 Where you have subscribed for Offer Securities to be issued by a Company which claims to be eligible for EIS, we will not verify any such eligibility and any EIS investment is at your risk and we will not be liable to you for the loss of any relief available under EIS.

17.3 You should only consider an EIS investment after careful consideration of your own individual tax position, including the periods for which you must hold shares and, where necessary, taking your own tax advice from a suitably qualified tax adviser.

17.4 We do not undertake any administration of EIS on behalf of you or the Company including the issue of EIS certificates and any such administration which is the responsibility of the Company.

18 CHARGES AND PAYMENTS

18.1 All payments made by you must be in Pound Sterling.

18.2 You may make payments by debit card unless we otherwise accept any other payment method.

18.3 When payments are made back to you, these will be made via the payment method that you selected.

18.4 If we hold any Investment on your behalf and you request this to be transferred to a third party, we may charge a fee (as stated on the Tariff Page from time to time) for doing so which we will require you to pay in advance of the transfer.

18.5 We do not charge fees to you for your use of the Platform for making an Investment, except with respect to the matters specified on our Tariff Page. We use payment service providers to collect sums in respect of PrimaryBid Offers and, following receipt by us of such sums, those sums are held by us as Client Money on your behalf until the relevant PrimaryBid Offer has achieved Completion.

18.6 We receive remuneration for our services by charging a brokerage fee to Companies which have successfully completed a PrimaryBid Offer.

19 SET-OFF

19.1 Where we are owed money by you under these Terms and Conditions, or any other agreement between you and us, we may take amounts that are due and payable from you to us from your Cash Account in order to reduce the amount that you owe to us. This is our right of set-off.

20 FORCE MAJEURE

20.1 We shall not be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of our obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two weeks, you may terminate these Terms and Conditions by giving 20 Business Days’ written notice to us.

21 COMMUNICATIONS AND INFORMATION

21.1 In addition to the information set forth in each Posting, we may provide information on the Platform about transactions we have undertaken, or other information we think is of interest. We refer to this as "Additional Information". None of the Additional Information, including information about historical returns, 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.

22 RECORDS

22.1 In accordance with legal and regulatory requirements, we will retain the records relevant to your Accounts and any activity you conducted on the Platform for a minimum period of five years following the termination of your access to the Platform pursuant to clauses 6.4, 7 or 14 of these Terms and Conditions. This period may be extended by law, regulatory requirement or by the mutual consent of you and us.

22.2 You will not be able to request the destruction or deletion of any of the records relevant to your Accounts and any activity you conducted on the Platform unless we are required to destroy or delete them by law or other regulatory requirement. The records kept in the Platform shall be conclusive evidence of the facts and matters they purport to record.

23 CONFLICTS OF INTEREST

23.1 We do our best to ensure that our interests do not conflict with yours. Nevertheless, as a Platform provider we are not your representative or agent (except as specifically stated in these Terms and Conditions) and at times our interests may conflict with yours. In particular, you should note that we or our employees may choose to make Investments, through the Platform or otherwise, in businesses that seek capital through the Platform, and although the incentives relevant to such Investments are likely to be aligned with your incentives, they may not be perfectly aligned.

23.2 Full details of these and other potential conflicts of interest, as well as how we manage them, are set forth in our Conflicts of Interest Policy.

24 PROTECTION OF PERSONAL DATA

24.1 Information on how we process your personal data and your associated rights may be found by reviewing our Privacy Notice.

25 CEASING OF BUSINESS OPERATIONS

25.1 If we cease to operate, any money in your Cash Account will be protected. We will notify you as soon as possible after we have taken a decision to cease our operations and at that stage all active Postings and PrimaryBid Offers will be terminated. You will receive a refund of any such money as soon as practicable.

26 LIABILITY

26.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or any other agreement which you enter into with us, or of any fraudulent use of the Platform.

26.2 We shall be liable to you for any loss or damage which you may suffer as a result of holding an Account or using the Platform to the extent that such loss or damage arises from our breach of these Terms and Conditions or was the direct result of gross negligence, 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 these Terms and Conditions or any other agreement, or arising out of or in connection with any error or inaccuracy in the data entered by you or any misrepresentation or wilful misconduct of yours. 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 revenue, loss of business, loss of anticipated savings, loss of margin, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

26.3 Nothing in these Terms and Conditions 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.

26.4 We shall at no time have any obligation to insure any Client Assets or Client Money held for you against any risk (including, without limitation, the risk of loss, damage, destruction or mis-delivery) to any Client Assets or Client Money, or any part thereof, howsoever caused.

27 ASSIGNMENT, TRANSFER AND DELEGATION

27.1 Your Accounts are personal to you, and therefore none of your rights or obligations in connection with any of your Accounts or your activities on the Platform 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 these Terms and Conditions and other agreements you enter with us. Any attempt to transfer, assign or delegate any of your rights or obligations in contravention of this clause 27 shall be null and void.

27.2 We may assign or transfer any of our rights and obligations (to the extent permitted under Applicable Regulations) under these Terms and Conditions to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so assigned or transferred. We will notify you of such assignment and/or transfer if that transfer or assignment is to anyone other than one of our group companies.

28 YOUR RIGHT TO CANCEL

28.1 You have the right to cancel any Accounts you open with us within 14 days after the day on which we accept your application to open such Accounts by writing to us at PrimaryBid Limited, Fifth Floor, Office B3, 80 Victoria Street, Cardinal Place, London SW1E 5JL or sending us an email to [email protected].

28.2 If you cancel your Accounts, we will use our reasonable endeavours to procure the timely return of any payments which we have received for such Accounts, less any fees and costs due and payable to us, and sums invested in investments and transfer any Investments and Client Assets for you as directed to us in writing. You should note that where you made an application for an Investment in a PrimaryBid Offer before any cancellation takes effect, then you will remain liable for all sums due in respect of that Investment.

29 FINANCIAL SERVICES COMPENSATION SCHEME

29.1 We are covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to investors if we are unable to meet our obligations, including through insolvency. Most retail investors, including most individuals and small businesses, are covered by the FSCS. You should note that the FSCS does not cover trading losses.

29.2 For further information about the FSCS (including the amounts covered and eligibility to claim) you may contact us or please refer to the FSCS website at

www.fscs.org.uk or call 0800 678 1100. There is a limit on how much compensation can be paid, currently that limit is, as at February 2023, £85,000, and you should note that some conditions apply to qualify for compensation under the FSCS.

30 COMPLAINTS

30.1 Complaints will be dealt with in accordance with our Complaints Procedure. You may find our Complaints Procedure.

30.2 In the event you make a complaint in accordance with our Complaints Procedure and we do not resolve it to your satisfaction, you have a right to complain directly to the Financial Ombudsman Service. Its address, as at February 2023, is Exchange Tower, Harbour Exchange Square, Isle of Dogs, London E14 9SR, and its website is https://www.financial-ombudsman.org.uk.

31 AMENDMENT OF THESE TERMS AND CONDITIONS

31.1 We may, from time to time, update or make other changes to these Terms and Conditions. We will use reasonable endeavours to inform you of those changes, which may include notifying you by email. If you do not agree with those changes, you should stop using our Service and terminate your Accounts. We will assume you agree with changes to these Terms and Conditions if you continue to use our Service after those changes have been made.

32 GOVERNING LAW AND JURISDICTION AND LANGUAGE

32.1 These Terms and Conditions are governed by and construed in accordance with English law. You agree that legal action relating to these Terms and Conditions may be dealt with only by the Courts of England and Wales. All communications between you and us will and must be made in English.