YNY Growth Hub

In these Terms and Conditions:
"the Subscriber", or "you" means the person accepting these terms and conditions as an authorised representative of your business or company;
"the Provider" or “YNYCA” or "us" or "we", means the York and North Yorkshire Combined Authority of County Hall, Racecourse Lane, Northallerton, DL7 8AD
1. OUR CONTRACT
1.1. By accepting these Terms and Conditions, you agree on behalf of yourself and your business or company that with effect from the date of your first use of the Platform, that you will be bound by these terms and Conditions which form the contract ("the Contract") between you and us for the provision of the licence (as described in clause 3 below), in consideration for which you agree to comply with your obligations described in clause 4.
1.2 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. EXCLUDED SERVICES
2.1 You acknowledge and agree that the Provider is not regulated by the Financial Conduct Authority and as such does not offer investment advice. Before proceeding with any investment, you should seek professional advice from a regulated individual/business including in regard to financial, legal, tax and accounting implications.
2.2 Any decision made by you as to whether to proceed with any investment with anyone introduced to you by us, is a decision to be made by you only. We do not provide any warranty of suitability or any recommendation or endorsement as to the suitability of any particular investor or investors, whether generally, or for your business.
3. LICENCE
3.1 We hereby grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Platform solely for your internal business operations which shall include uploading pitches for investment.
4. YOUR OBLIGATIONS
4.1 You agree that you will:
4.1.1 Co-operate with us in all matters relating to the Services;
4.1.2 Ensure that all information you provide in your pitch and in all supporting
information that you provide, whether via the portal or directly to investors, that
the same is complete and accurate in all respects;
4.1.3 Inform us of any changes of circumstances in relation to your business and/or
the investment, in each case as soon as reasonably practicable
4.2 You warrant to us that all information, materials and data provided to us or any investor in relation to the Services or any investment, will be true, accurate and complete in all respects and not in any way misleading.
4.3 You warrant to us that when uploading any content to the Platform, that a contribution will not:
4.3.1 Be defamatory, obscene, offensive, inflammatory, intimidating;
4.3.2 Include any sexually explicit material, promote violence, promote discrimination (of any type);
4.3.3 Infringe the copyright, database right, trade mark, or any other intellectual
property of a third party – and that you have all rights and licences in the
content that you do upload;
4.3.4 Promote any illegal content or activity, be likely to harass, upset, embarrass or alarm any person;
4.3.5 Impersonate or give the impression that the contribution emanates or that you
have any links or partnerships with third parties where the same is not the case.
4.4 You shall ensure the legality, reliability, integrity, accuracy and quality of the content uploaded to the Platform by you and you shall ensure that all uploads are Virus-free.
4.5 We do not moderate the content that you upload. Any failure to comply with these content standards compromises an irremediable material breach of contract.
4.6 We do not provide disaster recovery or business continuity services for the Platform. You are responsible for backups of the content on the Platform.
4.7 You agree to indemnify us from any and all losses, liabilities, claims and damages (whether direct or indirect) and whether in contract, tort, negligence or otherwise, which we incur as a result of any failure by you to comply with the above content standards and/or any of the information that you upload or otherwise provide being untrue, inaccurate incomplete or in any way misleading.
4.8 Your sole and exclusive remedy for loss or damage to content uploaded to the Platform resulting from our breach of this agreement, is for us to use reasonable commercial endeavours to restore said content from the latest back-up (if any) maintained by the our hosting company. As back-ups will be taken at fixed points in time, you are responsible for ensuring you keep your own copies of all content uploaded to the Platform and acknowledge and agree that such content may not be included in the most recent backup.
4.9 You agree that:
4.9.1 you will treat all information obtained through the Platform in the strictest of
confidence and to not share such information with any third party other than your
own professional advisers;
4.9.2 you will conduct your own analysis and due diligence to determine the
appropriateness of any investment you make in any company to which you are
introduced through the Platform. As a result, you recognise and agree that
neither YNYCA, its representatives or agents are responsible or liable in any way
for any investment decision you make as a result of accessing the Platform. The
choice to use and the manner of utilisation of information and knowledge
gained through the Platform your individual and personal choice;
4.9.3 you will make any equity or other investment transaction directly with the
respective company or through your own legal advisers; and
4.9.4 should you come into possession of confidential or non‐public information
about a company, you will safeguard the information from the public and not
intentionally or inadvertently communicate it to any person unless the person
has a need to know the information for legitimate business reasons. You will not
disclose confidential or proprietary information obtained as a consequence of
accessing the Platform to third parties without express authorisation from the
entity whose confidential information it is.
5. DURATION
5.1 On signing the contract, you agree that your business will be available on the platform for a minimum of 120 days from the date of the contract.
5.2 At the end of the 120 day period, your business will (unless we agree to extend the period) be removed from the platform.
5.3 On removal from the platform, we will cease to provide any Services,
6. LIABILITY
6.1 The limits and exclusions in this clause reflect the scope of Services and insurance cover of the Provider. The Subscriber is responsible for making its own arrangements for the insurance of any excess loss.
6.2 References to liability in this clause include every kind of liability arising under or in connection with the Contract including any liability in tort (including negligence), misrepresentation, restitution or otherwise.
6.3 Nothing in the Contract limits any liability of the Provider which cannot be legally limited, including but not limited to liability for:
6.3.1 death or personal injury caused by negligence;
6.3.2 Fraud or fraudulent misrepresentation; and
6.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.4 Subject to paragraph 6.3 above, the Provider's total liability to the Subscriber for all loss or damage shall not exceed the total Charges paid by the Subscriber for the Services to which the claim relates.
6.5 Subject to paragraph 6.3above, the Provider is not liable for any of the following types of loss, liability for which is wholly excluded:
6.5.1 loss arising from any agreement, understanding, investment, relationship or
association between the Subscriber and any investor introduced by the Provider
6.5.2 loss of profits;
6.5.3 loss of sales or business;
6.5.4 loss of agreement or contract;
6.5.5 loss of use or corruption of data, software or information;
6.5.6 loss of or damage to goodwill;
6.5.7 statements made, or the acts and omissions of any investor or potential investor introduced by the Provider; or
6.5.8 indirect or consequential loss.
7 GENERAL TERMS
7.1 The Provider may terminate the Contract in the event that the Subscriber:
7.1.1 commits any material breach of Contract and fails to remedy the breach within 10 days of being requested to do so;
7.1.2 the Subscriber takes any step or action in connection with entering
administration, provisional liquidation or any composition or arrangement with
creditors; or
7.1.3 the Subscriber's financial position deteriorates to such an extent that in the
Provider's opinion, the Subscriber's capability to adequately fulfil its obligations
under the Contract has been placed in jeopardy.
7.2 If any provision in this Agreement is held by any court of competent authority to be illegal, invalid or unenforceable then such provision will be deemed to be deleted from this Agreement but the remainder will remain in full force and effect.
7.3 Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).
7.4 This Contract and any dispute or claim arising out of or in connection with it (including non- contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle and dispute or claim so arising.
7.5 In signing these Terms and Conditions you are allowing the Provider to share your pitch and other documents, via the Platform.
7.6 You agree to be bound by these Terms and Conditions(the Contract) with effect from thedate of the first use of the Platform and you warrant and represent that you have authority to confirm your business or company is bound by these Terms and Conditions.