Terms of Business for placement of investment advertisements

By placing an order for an investment advertisement either using our order form or our online booking form, you confirm on behalf of your Company your understanding and acceptance of all of the statements, terms and conditions stated below in these Terms of Business. These Terms of Business, together with the confirmatory order form or the ompletion of the online booking form and other documentation setting out or otherwise confirming the details of your proposed investment advertisement, constitute the entirety of the contract between us and no amendment shall be made to these Terms of Business unless agreed in writing between you or another director, acting on behalf of the Company, and ourselves.

1. Important regulatory and contractual issues

The Financial Conduct Authority’s rules are very detailed and stringent in relation to advertisements for equity fundraisings and have separate rules for the approval of such advertisements and for the other stages of an investment process. We wish to make it clear that this service is ONLY provided under the FCA rules for advertisements. We do not provide any service or advice in respect of any other aspect of your fundraising. We would encourage you to seek separate advice from an appropriately experienced, qualified and authorised firm for the rest of your fundraising plans and overall process.

Our Terms of Business reflect the requirements around advertising as required by the Financial Conduct Authority and the Advertising Standards Authority. Please see https://www.fca.org.uk/firms/financial-promotions-adverts and https://www.asa.org.uk/codes-and-rulings/advertising-codes.html for more information.

AngelNews is a trading business of TMRM Ltd. The contract arising under these Terms of Business is between the company requesting placement of the investment advertisement (the “Company”) and TMRM Ltd.

2. Our obligations and services

2.1 We will prepare the advert as per the terms of this service.

2.2 Upon receipt of payment, we will promote the advert for three months from the date the advert is live on our website. We will 1) post it on the www.fundingforentrepreneurs.co.uk website, subject to these Terms of Business. 2) distribute a link to the advert via a email to our 5000 most engaged audience on our email list once a month for three months during this period; 3) run it as a news story on AngelNews for 1 week; 4) post it at least once on LinkedIn and Twitter.

3 Your undertakings and obligations

3.1 Duly authorisation and general undertakings:

In placing the advert, you agree to and undertake the following on behalf of the Company:

(a) You are authorised by your Company to place this advert.

(b) You will arrange for the advert to be reviewed and approved by an FCA Approved Firm as being clear fair and not misleading in accordance with FCA Conduct of Business Rules. Such approval of the advert is at no point approving your company as a potential investment for any potential investor, whether corporate or otherwise. You must provide us with confirmation of approval. We cannot publish the advert unless it has been FCA approved.

(c) The Company owns the advert and its contents and grants us a licence to display it on our website and in emails and on social media. The Company also owns the rights to use the images in the advert in the format and situations in which they are to be shown.

(d) The directors of the Company warrant that all the information in the investment advert is true, fair and not misleading as per the Financial Conduct Authority and Advertising Standard rules. i.e.

(i) all information is correct at the time of publication and is not reasonably expected to change during the period of the

advertising campaign,

(ii) the Company has not excluded any information that is relevant to the related advertising campaign, which could reasonably

have been expected to be included,

(iii) the information presents a balanced picture of the Company, its activities and financial position, and

(iv) any reference to actual or pending material contracts of the Company is balanced and accurate.

(e) You agree that we may perform due diligence checks on the Company and the directors of the Company, including address and credit checks.

(f) You confirm neither AngelNews or its parent company TMRM Ltd, are providing you with any financial or other professional advice.

3.2 You are placing this advertisement in good faith:

You confirm that the Company which is the subject of the advert is solvent and has no current or pending litigation at the time of placing the advert. If, during the campaign, the Company becomes insolvent or becomes party to any litigation, you will notify us and agree that we will remove the advert from our website.

3.3 No illegality or investigation:

You confirm that:

(a) None you nor any other director of the Company, nor the Company itself are under investigation by any regulatory or legal authority which may negatively impact on the Company or the investment opportunity being described in the advert, or

(b) None of you nor any other director of the Company, nor the Company itself, are engaged in any illegal activities which may damage the Company, AngelNews or TMRM Ltd or the investment opportunity being described in the advert.

(c ) Neither the payment for this advert not any monies raised will be used for purposes defined as illegal by the Money Laundering Regulations, nor have the funds used to pay for this advert been obtained from a source or sources deemed illegal by the Money Laundering Regulations.

3.4 No advice:

Neither you nor any other director of the Company will quote AngelNews or TMRM Ltd as having approved the investment described in the advert or as having given any professional advice to yourselves or any potential future investor or contact to your Company.

3.5 Removal/Suspension of the advertising service:

You confirm your agreement to the following provisions relating to removal or suspension of the service:

(a) If you or any other director or other member of the Company provide us with any information that is untrue, inaccurate, not current or incomplete, or we TMRM Ltd have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate the advert and refuse any and all current or future use of the Service (or any portion thereof) by either you or the Company or any other directors of the Company; or

(b) If during the life of the campaign any circumstances change which render the information provided to us no longer true, accurate, current and complete, you will notify us forthwith and accept that we may suspend this service and/or remove the advertisement if we so choose. You agree that if we are required to remove the advert for another legitimate reason: e.g. because of a request by the Financial Conduct Authority or the Advertising Standards Authority we will do so. We will inform you if we remove the advert.

3.6 Checks on investor suitability:

BEFORE you send potential investors any information about the investment opportunity being described in the advert, you accept that you have a regulatory obligation to ask them to confirm, in compliance with FCA rules, that they are Certificated or Professional Investors and NOT Retail investors. Before entering into any fundraising contracts you will make all appropriate due diligence checks as to the suitability of the individual or organisation as a potential investor, including making money laundering checks.

3.7 Feedback on responses to advert and subsequent investments:

On request, you agree to provide us with reasonable information relating to the level and nature of responses received by you following the appearance of the advert, including in particular the number and value of investments, together with any suggestions or comments received in relation to our service or the advert itself. You further agree to provide us, on request, with at least minimum annual performance updates which we may mention in future promotional releases, subject to your prior approval of any specific mentions of your Company.

3.8 No liability for responses to advert: You accept that we are not liable for any enquiries from potential investors or other individuals or entities, or the subsequent behaviour of such enquirers whatsoever, or for your actions or activities in relation to those enquiries and enquirers.

3.9 Indemnity: You agree to indemnify and hold TMRM Ltd and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your contract with us on the basis of these Terms of Business, the advert itself, or the use of any third party websites to which a third party has been directed via your advert, the use of and connection to our website by the third party in connection with the advert, the violation of these Terms of Business or of any rights of another by any user of the website in respect of your advert.