BACKGROUND 

Foundy Ltd. provides an online marketplace to seamlessly connect businesses with potential buyers to
either acquire the entire business or for founders to sell fragments of their personal stake via a secondary
sale. The Services will also be a source for finding trusted M&A advisors, lawyers and other professionals
to learn how to navigate the complex acquisition process.
This document is a binding legal agreement between you and Foundy. If you proceed to use the Services,
you will be deemed to have accepted its contents and will be bound by its terms. So please do take time to read them carefully.

1. Definitions and Interpretation

1. 1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
   

“Acceptable Usage Policy” means Foundy’s acceptable usage which an be found at the end of this Agreement.

“Account” means an account which is created by a person for the purpose of becoming a User of the Services;

“Advisor” means a User who creates an Account for the purpose of offering their professional services to Buyers or Sellers;

“Advisor Fee” means the fee payable by Advisors to Foundy for being granted access to the Services;

“Agreement” means this agreement which shall govern the provision of the Services by Users;

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;

“Business” means a business owned by the Seller which is listed on the Marketplace;

“Buyer” means a User who creates an Account for the purpose of connecting with Sellers to acquire or invest in their Business;

“Commission” means Commission payable to Foundy for use of the Services at the Commission Rate in accordance with the terms of this Agreement;

“Commission Rate” means the rate of the Commission which Foundy is entitled to in respect of a Relevant Transaction which shall be a percentage of the Transaction Value as specified in clause 11.4;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, the Site

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Fees” means any and all sums due under the Agreement from a User to Foundy, as specified in the Agreement;

“Listing Conditions” means the conditions on which a User can make a listing on the Marketplace which are set out on the Site or in any policy issued by Foundy from time to time;

“Marketplace” means the marketplace available through the Site;

“Permitted Recipient” means the permitted recipients of Confidential Information as set out in clause 16.2.1;

“Relevant Transaction” means acquisition of, or investment in, the Business by the Buyer any time after the creation of the Buyer’s Account;

“Sellers” means a User who creates an Account for the purpose of connecting with Buyers to seek investment in or sell their Business;

“Services” means the services to be provided by Foundy to Users through the Site;

“Site” means www.foundy.com and https://app.foundy.com/ which are owned and operated by us;

“Subscription Period” means the subscription period for payment of the Advisor Fee as further described in clause 11.9.2;

“Transaction Value” means the agreed value of the Relevant Transaction;

“User” means a user of the Services including, Buyers, Sellers and Advisors; and

“User Content” means any content submitted to the Site by Users.Definitions and Interpretation

1.2. Where this Agreement refers to “you” or “your” it means the person using the Services, the person
whose name is on the Account for use of the Services or any person, company, partnership,
corporation or other entity that an individual is acting on behalf of when using the Services; where
it refers to “us”, “our” or “we” it means Foundy.

1.3. Unless the context otherwise requires, each reference in this Agreement to:

1.3.1. “writing”, and any cognate expression, includes a reference to any communication
effected by electronic transmission or similar means;
1.3.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.3.3. “this Agreement” is a reference to this Agreement as amended or supplemented at the
relevant time;
1.3.4. a Clause or paragraph is a reference to a Clause of this Agreement; and
1.3.5. a “Party” or the “Parties” refer to the parties to the Agreement.
1.4. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.5. Words imparting the singular number shall include the plural and vice versa.
1.6. References to any gender shall include the other gender.
1.7. References to persons shall include corporations.
1.8. Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.

2. Acknowledgements

   
   2.1. The terms of this Agreement apply to any Services you may be able to access through the Site
   and to any updates or supplements to the Site, unless such additions are provided pursuant to
   separate terms, in which case those terms shall apply.
   2.2. We may change the terms of the Agreement at any time without notice. Any such changes shall
   take effect on the next occasion that you make use of the Services. Any such new terms may be
   displayed on-screen when you next use the Services, and you may be required to read and accept
   them in order to continue your use of the Services. However, it is your responsibility to check this
   Agreement before each use of the Services and to make yourself aware of any changes. For ease
   of reference the top of this Agreement indicates the date on which it was last updated.
   2.3. We may suspend or withdraw or restrict the availability of all or any part of the Site for business
   and operational reasons including, for example, to update the Site and/or change the Services to
   improve performance, enhance functionality, reflect changes to the operating system or address
   security issues. You accept that depending on the update, you may not be able to use the Services
   until you have downloaded, streamed, or accepted the updates and accepted any new applicable
   terms. We will try to give you reasonable notice of any suspension or withdrawal.
   
   

3. Accounts

   
   3.1. In order to access the Services, you must register and create an Account with us on the Site.
   3.2. When registering for an Account, we may request certain information from you as part of our due

diligence. We reserve the right to reject registration of any User which fails to provide the
requested information or does not otherwise pass our due diligence checks.

3.3. When creating an Account, the information you provide must be accurate, complete and up-to-
date. It is your responsibility to ensure that information you have provided us with is kept up-to-
date.

3.4. You are solely responsible for all activity that occurs under your Account. We recommend that you
choose a strong password for your Account, consisting of a combination of lowercase and
uppercase letters, numbers, and symbols. It is your responsibility to keep your password safe. You
must not share your Account with anyone else. If you believe your Account is being used without
permission, you should contact us immediately at [email protected]. We will not be liable for
any unauthorised use of your Account.
3.5. When you create your Account you must not:
3.5.1. Impersonate another individual;
3.5.2. Create ‘bot’ Accounts or any Account which is controlled by other automated means;
3.5.3. Share your password or give access to your Account to others; or
3.5.4. Transfer or otherwise assign your Account to anyone else.
3.6. Foundy reserves the right to review a User’s existing Account and request additional information
as it deems necessary to ensure compliance with this Agreement.

4. No Regulatory Advice

   
   4.1. The Services operated by Foundy connects Users for the purposes of facilitating transactions.
   Foundy is neither a law firm nor a regulated entity and does not provide legal, tax, accounting,
   financial or any regulated advice.
   4.2. As you navigate the Site and use our Services you can communicate with our team on our live
   chat support where we will aim to provide guidance on the use of our Services and other related
   matters. We will try to provide you with an informed response based on our experience or direct
   you to a relevant resource. However, at no point does this information qualify as legal, tax,
   accounting, financial or regulated advice, nor should it be taken in substitution to such qualified
   professional advice. No lawyer-client relationship is created between you and the person
   answering your questions at any time.
   4.3. You have the possibility to connect with Advisors to obtain their professional services. The
   professional services are provided by the Advisors and not us. If the professional services are
   regulated, then any regulatory obligations lie solely with the Advisor and not us.
   
   

5. Intellectual Property Rights

   
   5.1. We grant you a revocable, non-transferable, non-exclusive licence to use the Marketplace and to
   receive the Services through your Account, subject to the terms of this Agreement and any other
   policies issued by us from time to time.
   5.2. With the exception of User Content (see clause 7), all Intellectual Property Rights and other
   ownership rights to the Content, the Site and the Services belongs to us or our licensors.
   5.3. Subject to clause 5.4, you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in
   any other manner re-use Content from the Site unless given express written permission to do so
   by us.
   5.4. You may:
   5.4.1. Access, view and use the Site in a web browser (including any web browsing capability
   built into other types of software or app);
   5.4.2. Download the Site (or any part of it) for caching;
   5.4.3. Print page(s) from the Site;
   5.4.4. Download extracts from pages on the Site; and

5.4.5. Save pages from the Site for later and/or offline viewing.
5.5. Our status as the owner and author of the Content on the Site (or that of identified licensors, as
appropriate) must always be acknowledged.

6. Access to Content

   
   6.1. As an Account holder, you may access Content when using the Services. The majority of the
   Content made available via the Site is User Content, which is not published or pre-moderated,
   verified or approved by Foundy.
   6.2. Foundy is not responsible for the contents of User Content which is submitted to the Services.
   Foundy does not pre-moderate User Content and you access it at your own risk. Foundy’s sole
   responsibility in respect of User Content is to promptly consider and, where appropriate, action
   complaints about such content which may be submitted by Users.
   6.3. Accordingly, you acknowledge and accept that you may be exposed to Content that is unlawful,
   factually inaccurate, offensive, indecent, or otherwise objectionable to you. You further
   understand and accept that Foundy is under no obligation to review and/or verify any Content.
   6.4. You irrevocably and unconditionally waive any legal or equitable rights or remedies you have or
   may have against Foundy with respect to or in connection with any such Content or your exposure
   to or reliance on the same.
   
   

7. Submission of User Content

   
   7.1. As an Account holder, you may submit User Content in accordance with the terms of this
   Agreement.
   7.2. You acknowledge and agree that you are the owner of and are solely responsible for your User
   Content. You are solely responsible for securing and backing-up your User Content.
   7.3. When you submit User Content you grant us an unconditional, non-exclusive, fully transferrable,
   royalty-free, perpetual, irrevocable, worldwide licence to use, store, archive, syndicate, publish,
   transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and
   sub-licence such User Content for the purposes of operating and promoting the Services.
   7.4. In addition, you also grant other Users the right to copy, quote or otherwise use your User Content.
   You accept that we have no control over other Users’ use of your User Content and shall not be
   liable for any such unauthorised use.
   7.5. You agree, represent, and warrant that you have the right to submit your User Content and that
   all such User Content will comply with our Acceptable Usage Policy.
   7.6. Foundy may, but shall not be obligated to, review, monitor, or remove your User Content, at any
   time and for any reason, without notice to you. We may reject, reclassify, or remove any User
   Content from the Site where, in our sole opinion, it violates our Acceptable Usage Policy, or if we
   receive a complaint from a third party and determine that the User Content in question should be
   removed as a result.
   
   

8. User Obligations

   
   8.1. If you are a Seller, you are obliged to provide complete, truthful, accurate and reliable information
   about your Business. You warrant and represent that you are the owner of the Business being
   listed on the Site.
   8.2. If you are a Buyer, you are responsible to complete your own due diligence, investigative research,
   financial analysis and suitability assessment of any business listed on our Site with respect to your
   own needs and goals.
   8.3. If you are an Advisor, you are responsible for ensuring that you hold the required qualifications
   and meet all legal and regulatory requirements necessary to provide the professional service(s)
   you offer.
   8.4. Each User shall:

8.4.1. comply with all Listing Conditions; and
8.4.2. use all reasonable endeavours to provide all information to Foundy that is necessary for
Foundy’s provision of the Services.

9. Links to the Site

   
   9.1. You may link to the Site provided that:
   9.1.1. you do so in a fair and legal manner;
   9.1.2. you do not do so in a manner that suggests any form of association, endorsement or
   approval on our part where none exists;
   9.1.3. you do not use any logos or trade marks displayed on our Site without our express written
   permission; and
   9.1.4. you do not do so in a way that is calculated to damage our reputation or to take unfair
   advantage of it.

9.2. Framing or embedding of our Site on other websites is not permitted without our express written
permission.
9.3. You may not link to our Site from any other site which contains material that is in breach of the
Acceptable Usage Policy.

10. Links to Other Sites

    
    Links to other sites may be included on our Site. Unless expressly stated, these sites are not under
    our control. We neither assume nor accept responsibility or liability for the content of third party sites.
    The inclusion of a link to another site on our Site is for information only and does not imply any
    endorsement of the sites themselves or of those in control of them.
    
    

11. Fees

    
    You shall pay the Fees to Foundy in accordance with the provisions of the Agreement.
    11.1. Star Buyer Fee
    11.1.1. If you are a Buyer and are eligible and approved by Foundy to become a Star Buyer you
    will be liable to pay a subscription fee in return for Star Buyer privileges (“Star Buyer
    Fee”) and you will be informed through the Site of:
    • the amount of the Star Buyer Fee; and
    • whether the Star Buyer Fee is payable on a recurring subscription basis and, if so,
    what the length of the subscription period is (“Subscription Period”).

11.1.2. If you are a Star Buyer, the Star Buyer Fee shall be payable to Foundy no later than the
day on which the Subscription Period commences (“Commencement Date”) and where
the Star Buyer Fee is payable on a subscription basis, in advance of the upcoming
Subscription Period.

11.2. Commission
11.2.1. If you are a Buyer or Seller, you accept that Foundy shall be entitled to Commission
where a Relevant Transaction is entered into during or after the term of this Agreement.
11.2.2. The Seller is liable to pay the Commission to Foundy. Without limiting Foundy’s rights
under this clause, the Seller accepts that Foundy shall seek to charge the Seller for the
Commission in the first instance.
11.2.3. The amount of Commission payable shall be at the percentage rate of the Transaction
Value of the Relevant Transaction or any other rate which Foundy notifies the Buyer
and Seller of in writing or through the Site (“Commission Rate”) in accordance with the
following rates:

11.2.4. The Buyer and the Seller are each under a mandatory obligation to immediately:
• notify Foundy once a Relevant Transaction completes, setting out the Transaction
Value;
• respond to any request by Foundy for a status update of a prospective Relevant
Transaction; and
• provide any records, information, materials or documentation requested by
Foundy to support any statements made pursuant to this clause 11.2.411.2.4.
11.2.5. All Commission payable pursuant to this clause 11.2 shall be due to Foundy immediately
after completion of the Relevant Transaction for which the obligation to pay the
Commission arose.
11.2.6. The Seller is under a mandatory contractual duty to pay the Commission and shall
not under any circumstances be entitled to avoid or evade payment of the
Commission.
11.2.7. The rights under clause 11.2.1 to this clause 11.2.711.2.7 shall survive termination and
shall remain in full force after termination of this Agreement howsoever arising.

11.3. Advisor Fees
11.3.1. If you are an Advisor, you accept that Foundy shall be entitled to an Advisor Fee.
11.3.2. When you sign up to use the Services as an Advisor, you agree that Foundy’s Advisor
Fee is 15% of the total of any and all billable fee(s) charged by the Advisor to either the
Seller or the Buyer for work supporting either through the M&A process (“Advisor Fee”).
11.3.3. The Advisor Fee shall be due to Foundy each time the Advisor raises an invoice to the
Buyer or Seller and is payable to Foundy within 7 days of receipt by the Advisor in
settlement of that invoice.

11.4. Payment of Fees
11.4.1. If you are a Star Buyer, you shall on the Commencement Date provide to Foundy valid,
up-to-date and complete payment card details or approved purchase order information
acceptable to Foundy and, if you provide:
your payment card details to Foundy, you hereby authorise Foundy to bill such
payment card for the Fees payable under this Agreement on their due date; and

your approved purchase order information to Foundy, Foundy shall invoice you for
the Fees payable under this Agreement on their due date and you shall pay each
invoice within 14 days after the date of such invoice to the bank account details
specified in such invoice.
11.4.2. If you are a Seller, unless agreed otherwise with Foundy you shall use the services of

Escrow.com whose terms of use can be found here: https://www.escrow.com/escrow-
101/terms-of-use and whose terms of use are deemed to be incorporated by reference

into this clause (“Escrow.com’s Terms of Use”).
11.4.3. If Foundy has not received payment within 14 days after the due date, then without
prejudice to any other rights and remedies of Foundy:
• Foundy may, without liability, disable your password, account and access to all or
part of the Services and Foundy shall be under no obligation to provide any or all of
the Services while there are any outstanding payments; and
• interest shall accrue on a daily basis on such due amounts at an annual rate equal
to 4% over the then-current base lending rate of Foundy’s bankers in the UK from
time to time, commencing on the due date and continuing until fully paid, whether
before or after judgement.
11.4.4. All Fees stated or referred to in this Agreement:
• shall be payable in pounds sterling;
• are non-cancellable and non-refundable; and
• are exclusive of value added tax tax.

12. Audit Rights

    
    12.1. If Foundy gives at least 5 Business Days’ notice, Foundy (or its professional advisers) may during
    Business Hours:
    12.1.1. enter and inspect your premises, systems and facilities; and
    12.1.2. inspect, audit and take copies of relevant records, and other documents for the sole
    purpose of verifying your compliance with your payment obligations under this Agreement.

12.2.You shall:
12.2.1. provide Foundy (and its auditors and other advisers) with all reasonable co-operation,
access and assistance in relation to each audit; and
12.2.2.allow Foundy (and any auditors of or other advisers) to meet with your officers, directors,
staff and other personnel and ensure that such personnel fully co-operate with Foundy’s
audit and provide all explanations reasonably necessary to perform the audit effectively.
12.3.The rights under this clause 12 shall survive termination and shall remain in full force after
termination of this Agreement howsoever arising.

13. Guarantees

    
    13.1. As the provider of the Services, you may access the Marketplace through your Account. The use
    of the Marketplace allows Users to connect with other Users for the purpose of acquiring or
    investing in Businesses or those Users who wish to obtain or provide professional advice in
    respect of such transactions. You accept that we do not facilitate or assist in, nor are we involved
    in or a party to any transaction, arrangement or agreement which may be reached or entered into
    between Users in respect of the investment in or acquisition of any Business, or the provision or
    supply of any of the professional services offered by the Advisors. Without limiting the generality
    of the foregoing, Users understand and agree that:
    13.1.1. Foundy cannot guarantee that a listing is suitable for a potential Buyer; or whether the
    Business listed on our Site meets the Buyer’s investment strategy, the Buyer’s performance
    expectations; or is within the Buyer’s financial means or otherwise suitable for the Buyer;

13.1.2.Foundy cannot guarantee that the information, statements, forecasts, financial data or
other data provided by any Users on the Site is complete, truthful, accurate, reliable and
up-to-date; and
13.1.3.It is each User’s sole responsibility to conduct their own investigations and due diligence
before entering into any commitment with another User.

13.2.Foundy does not warrant that:
13.2.1.use of the Services will be uninterrupted or error-free;
13.2.2.the Services will meet your requirements; or
13.2.3.the Services will be free from vulnerabilities or viruses.
13.3.Foundy is not responsible for any delays, delivery failures, or any other loss or damage resulting
from the transfer of data over communications networks and facilities, including the internet, and
Foundy acknowledges that the Services may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.

14. Liability

    
    14.1. References to liability in this clause include every kind of liability arising under or in connection
    with this Agreement including but not limited to liability in contract, tort (including negligence),
    misrepresentation, restitution or otherwise.
    14.2.Foundy shall not be liable for the following types of loss howsoever arising under this Agreement:
    14.2.1. any loss of profits, loss of sales or business, loss of agreements or contracts, loss of
    anticipated savings, loss of or corruption of software, data or information, loss of or
    depletion of goodwill, pure economic loss; or
    14.2.2.any special, indirect or consequential loss, expenditure, costs, damages, charges or
    expenses.

14.3.To the extent permitted by applicable law, Foundy shall not be liable for:
14.3.1.any loss or damage caused by other Users including any loss in connection with another
Users’ conduct or User Content;
14.3.2.any loss or damage that was not directly caused by Foundy’s breach of this Agreement;
14.3.3.any loss or damage caused by you including without limitation your failure to provide
Foundy with accurate Account information and your failure to keep your password or
Account details secure and confidential; or
14.3.4.any loss or damage that was not, at the time this Agreement was formed between you and
Foundy, a reasonably foreseeable consequence of Foundy breaching this Agreement.
14.4.Foundy’s total and aggregate liability for any loss or damage caused arising from or in connection
with this Agreement shall not exceed the level of Foundy’s insurance cover in place from time to
time that is intended to cover liability/risk under this Agreement (professional indemnity
insurance).
14.5.Nothing in this Agreement shall limit or exclude Foundy’s liability which cannot be limited by law.

15. Indemnity

    
    15.1. You shall indemnify Foundy, our successors and assigns, our directors, trustees, officers,
    employees and agents on demand against all liabilities, costs, expenses, damages and losses
    (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of
    reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), debt
    recovery or enforcement costs and all other professional costs and expenses) suffered or
    incurred by Foundy arising out of or in connection with:
    15.1.1. Any use of the User Content or breach of the Acceptable Usage Policy;
    15.1.2.Any failure to comply with your notification obligations under clause 11.5; and

15.1.3.Any failure to comply with your payment obligations under clause 11.

16. Confidentiality

    
    16.1. Each Party undertakes that, except as provided by Clause 16.2 of the Agreement or as authorised
    in writing by the other Party, it shall, at all times during or after the Term:
    16.1.1. keep confidential all Confidential Information;
    16.1.2. not disclose any Confidential Information to any other party;
    16.1.3.not use any Confidential Information for any purpose other than as contemplated by and
    subject to the terms of the Agreement;
    16.1.4.not make any copies of, record in any way or part with possession of any Confidential
    Information; and
    16.1.5. ensure that none of the Permitted Recipients which it discloses Confidential Information to
    does or says anything which, if done by that Party, would be a breach of the provisions of
    sub-Clauses 16.1.1 to 16.1.4 of the Agreement.
    16.2.Either Party may disclose any Confidential Information to:
    • any sub-contractor or supplier of that Party;
    • any governmental or other authority or regulatory body; or
    • any employee or officer of that Party or of any of the aforementioned persons, parties or
    bodies;
    to such extent only as is necessary for the purposes contemplated by the Agreement (including,
    but not limited to, the provision of the Services), or as required by law which a Party is subject to.
    In each case that Party shall first inform the Permitted Recipient that the Confidential Information
    is confidential and (except where the disclosure is to any such body under sub-Clause 16.2.1.2 or
    any employee or officer of any such body) obtaining and submitting to the other Party a written
    confidentiality undertaking from the Permitted Recipient in question. Such undertaking should
    provide at least as much protection of the Confidential Information as the provisions of this
    Agreement and shall require the receiving party to keep the Confidential Information confidential
    and to use it only for the purposes for which the disclosure is made.
    
    

17. Force Majeure

    
    No Party to the Agreement shall be liable for any failure or delay in performing their obligations where
    such failure or delay results from any cause that is beyond the reasonable control of that Party. Such
    causes include, but are not limited to: power failure, internet service provider failure, industrial action,
    civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any
    other event that is beyond the control of the Party in question.
    
    

18. Term and Termination

    
    18.1. The Agreement shall come into force on the agreed Commencement Date and shall continue until
    your Account is terminated in accordance with the provisions of this clause 18.
    18.2.You may stop using the Services at any time by deleting your Account via the Site settings.
    18.3.We reserve the right to immediately terminate, delete, suspend or restrict your Account without
    notice to you:
    18.3.1.if you commit a breach of, or if in our reasonable opinion you have failed to comply with,
    any of the terms of this Agreement;
    18.3.2.if in our reasonable opinion you have without merit made any attempt to seek a refund or
    a chargeback for any of the Fees;
    18.3.3.where we suspend or cease the provision of the Services to Users generally;
    18.3.4.in order to comply with a legal or regulatory obligation; or

18.3.5.in order to protect our legitimate business interests or those of the public.
18.4.The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party
in respect of the breach concerned (if any) or any other breach.

19. Effects of Termination

    
    Upon the termination of the Agreement for any reason:
    19.1. the information stored on your Account will be deleted within 30 days, and data related to your
    account will be stored by Foundy for up to six years after deletion of your Account;
    19.2.any sum owing by either Party to the other under any of the provisions of the Agreement shall
    become immediately due and payable;
    19.3.where you are a Buyer or Seller, you shall remain liable to pay any Commission which falls due
    after termination in respect of Relevant Transactions that are entered into after termination,
    including, without limitation, your obligations relating to:
    a) notifications relating to a Relevant Transaction pursuant to 11.2.4;
    b) payment of the Commission pursuant to clause 11.2; and
    c) Foundy’s audit rights pursuant to clause 12.
    19.4.all Clauses which, either expressly or by their nature, relate to the period after the expiry or
    termination of the Agreement shall remain in full force and effect;
    19.5.termination shall not affect or prejudice any right to damages or other remedy which the
    terminating Party may have in respect of the event giving rise to the termination or any other right
    to damages or other remedy which any Party may have in respect of any breach of the Agreement
    which existed at or before the date of termination; and
    19.6.each Party shall immediately cease to use, either directly or indirectly, any Confidential
    Information, and shall immediately return to the other Party any documents in its possession or
    control which contain or record any Confidential Information.
    
    
    

20. Data Protection

    
    Foundy will only use your personal information as set out in Foundy’s privacy notice.
    
    
    

21. No Waiver

    
    No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed
    to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement
    shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    
    

22. Further Assurance

    
    Each Party shall execute and do all such further deeds, documents and things as may be necessary to
    carry the provisions of the Agreement into full force and effect.
    
    

23. Costs

    
    Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the
    negotiation, preparation, execution and carrying into effect of the Agreement.
    
    

24. Set-Off

    
    Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received
    in respect of any claim under the Agreement or any other agreement at any time.
    
    

25. Assignment and Sub-Contracting

    
    25.1. Subject to sub-Clause 25.2, the Agreement shall be personal to the Parties. Neither Party may
    assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise
    delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations
    thereunder without the written consent of the other Party, such consent not to be unreasonably

withheld.
25.2. Foundy shall be entitled to perform any of the obligations undertaken by it through any other
member of its group or through suitably qualified and skilled sub-contractors. Any act or omission
of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to
be an act or omission of Foundy.

26. Relationship of the Parties
    
    Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture,
    agency or other fiduciary relationship between the Parties other than the contractual relationship
    expressly provided for in the Agreement.
    
    
27. Non-Solicitation
    
    
    27.1. Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined
    in the Agreement) after its termination or expiry, employ or contract the services of any person
    who is or was employed or otherwise engaged by the other Party at any time in relation to the
    Agreement without the express written consent of that Party.
    27.2. Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined
    in the Agreement) after its termination or expiry, solicit or entice away from the other Party any
    customer or client where any such solicitation or enticement would cause damage to the business
    of that Party without the express written consent of that Party.
    
    
28. Third Party Rights
    
    
    28.1. No part of the Agreement shall confer rights on any third parties and accordingly the Contracts
    (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
    28.2.Subject to Clause 28 of the Agreement, the Agreement shall continue and be binding on the
    transferee, successors and assigns of either Party as required.
    
    
29. Notices
    
    
    29.1. All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on
    behalf of, a duly authorised officer of the Party giving the notice.
    29.2.Notices shall be deemed to have been duly given:
    29.2.1. when delivered, if delivered by courier or other messenger (including registered mail)
    during normal business hours of the recipient; or
    29.2.2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or
    return receipt is generated; or
    29.2.3. on the fifth business day following mailing, if mailed by national ordinary mail, postage
    prepaid; or
    29.2.4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    29.3.In each case notices shall be addressed to the most recent address, e-mail address, or facsimile
    number notified to the other Party.
    
    
30. Entire Agreement
    
    
    30.1. The Agreement (and any document referenced therein) contains the entire agreement between
    the Parties with respect to its subject matter and may not be modified except by an instrument
    in writing signed by the duly authorised representatives of the Parties.
    30.2.Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any
    representation, warranty or other provision except as expressly provided in the Agreement, and
    all conditions, warranties or other terms implied by statute or common law are excluded to the
    fullest extent permitted by law.
    
    
31. Counterparts
    
    
    The Agreement may be entered into in any number of counterparts and by the Parties to it on separate
    counterparts each of which when so executed and delivered shall be an original, but all the
    counterparts together shall constitute one and the same instrument.
    
    
32. Severance
    
    
    In the event that one or more of the provisions of the Agreement and/or of this Agreement is found to
    be unlawful, invalid or otherwise unenforceable, then those provision(s) shall be deemed severed from
    the remainder of the Agreement and/or this Agreement. The remainder of the Agreement and/or this
    Agreement shall be valid and enforceable.
    
    
33. Law and Jurisdiction
    
    
    33.1. The Agreement and this Agreement (including any non-contractual matters and obligations
    arising therefrom or associated therewith) shall be governed by, and construed in accordance
    with, the laws of England and Wales.
    33.2.The Agreement, any dispute, controversy, proceedings or claim between the Parties relating to
    the Agreement or this Agreement (including any non-contractual matters and obligations arising
    therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and
    Wales.

ACCEPTABLE USAGE POLICY

1. Introduction
   
   1.1. This policy sets out Foundy’s standards of conduct for using any of the Services. By using the
   Services, you agree and undertake to respect both the letter and spirit of these rules.
   1.2. Foundy reserves the right to change or update this policy at any time. Any updates may be
   displayed on-screen when you next use the Services, and you may be required to read and accept
   them in order to continue use of the Services.
   1.3. This policy adopts the defined terms contained in the main body of the Agreement.
   
   
2. Content Guidelines
   
   
   2.1. Users must have the legal right to post any User Content which they upload to the platform, either
   by way of being the owner of the relevant rights or being in possession of a valid licence which
   entitles them to upload that content to the Services.
   2.2. User Content must not:
   (a) infringe or violate the intellectual property rights of any third party, including other Users;
   (b) violate the local laws of the jurisdiction from which the relevant User is accessing the
   Services; and
   (c) incite or encourage other Users (or anyone else) to engage in activity which would be unlawful
   in Foundy’s or the respective Users’ jurisdictions.
   2.3. In addition, Foundy has rules about certain kinds of User Content:
   (a) Hate Speech: Foundy will not in any circumstances tolerate speech which incites, encourages
   or expresses hatred to or against any ethnic, religious, gender or other group which shares
   an identity characteristic.
   Users must not post hateful User Content. There are no exceptions to this rule.
   User Content is likely to be considered hateful if it encourages or wishes for violence/physical
   harm to a particular group of people, or if it contains slurs that are intended to degrade or
   dehumanize a particular group of people.
   (b) Terrorism and Extremism: Foundy expressly prohibits any content which glorifies,
   encourages, or seeks to recruit individuals to participate in terrorism or other extremist
   activity. There are no exceptions to this rule.
   (c) Non-Consensual and Unsolicited Sexual Material: any sexual material which depicts images
   of sexual activity is prohibited. Users must not post it on the Services.
   This includes sexual material in which participants are unwillingly involved, including intimate
   photography/video of individuals who were unaware that they were being
   photographed/filmed or who were unwilling to participate in that process.
   Users must not post User Content which is sexual in nature to other Users. This includes
   intimate photography of the User.
   (d) Explicit Content: Explicitly sexual and/or violent content is prohibited and Users must not
   upload it to the Services.
   User Content is likely to be considered explicit if it contains material which is sexual or
   pornographic, or depicts injury or violence, in a way that is graphic, gratuitous, obscene or
   excessive.
   (e) Private Information: Users must not disclose or publish private information about other
   individuals who have not consented to that publication. In particular, this includes publishing

the name, address, or occupation of other Users who have not chosen to make that
information about themselves public.
(f) Impersonation: Users must not use the Services to impersonate other individuals in a way
that is designed to mislead other Users.
(g) Unlawful Activity: Users must not use the Services to post any Content which is unlawful in
Foundy’s or the User’s jurisdiction.
2.4. Foundy reserves the right to determine whether User Content has infringed any of the above
restrictions.
2.5. While Foundy reserves the right to remove, delete, suspend or edit any User Content on the
Services for any reason and at any time, individual Users are responsible for all of the Content
which they post or upload to the Services. Foundys accepts no responsibility or liability for
anything which a User may post to the Services, and each User be willing to accept the legal
consequences of its own User Content if it infringe any laws which are applicable to that User.

3. User Behaviour Guidelines
   
   
   3.1. As a condition of being granted access to the Services, Customers (and Users) agree:
   (a) not to (and/or will not attempt to) circumvent, disable, or otherwise interfere with any security
   related features of the Services;
   (b) not to submit or transmit any material, including User Content which is in breach of this policy
   or the terms of the Agreement set out above;
   (c) not to use the Services in an unlawful manner, for any unlawful purpose, or in any manner
   inconsistent with this Agreement
   (d) not to act fraudulently or maliciously, for example, by hacking into or inserting malicious code,
   including viruses, or harmful data, into the Service or any operating system;
   (e) not to use the Service in a way that could damage, disable, overburden, impair or compromise
   Foundy’s systems or security or interfere with other Users; and
   (f) not to collect, extract, or harvest any information or data from the Service or Foundy’s
   systems or attempt to decipher any transmissions to or from the servers running any Service.

Data Controller

The data controller is Foundy Limited trading as Foundy (“we”, “us” or “our”). The data controller is responsible for your personal data.

Contact Details

Foundy Ltd trading as Foundy

Data Control Officer: John Lewin

Email address: [email protected]

Telephone: +44 (0)7725 240418

Postal address: 10 Wingate Business Exchange, 64-66 Wingate Square, London SW4 0AF

Changes to the Privacy Policy and your duty to inform us of changes

We keep our privacy policy under regular review. We reserve the right to revise or amend this Privacy Policy at any time to reflect changes to our business or changes in the law. Where these changes are significant, we will endeavour to let you know. However, it is your responsibility to check this Privacy Policy before each use of the Website 

It is important that the personal data we hold about you is accurate and current. Please ensure that you keep us informed of changes to your personal data.

The types of personal data we collect and use

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been anonymised (removed).

Information you give to us:

We may collect the following information you give to us: your name, date of birth, gender, your job title, your personal biography or summary, your contact information including your email address, telephone and residential address you provide us for contacting you, your preferred method of payment such as your credit or debit card details, your marketing preferences for receiving information about our services, your account username and password, and communications you exchange with us.

Information we collect about you and the device you connect to us with

Each time you visit the Website and/or use the Services, we automatically collect personal data including data relating to the electronic device you are using, content and usage data. We collect this data using cookies and other similar technologies. Our Cookie Policy explains this in more detail and is available on the Foundy website at www.foundy.com.

Interacting with others

When you use the Website to interact with other users we will collect both the data that you upload to it (which may be included in messages that you send, or content that you upload) as well as data about how you are interacting with the Website and with other users. So, for example, if you send a message to another user we will collect information about the content of that message, as well as the fact that you sent that message to another user. 

If you create a profile when using our Services, you also accept that unless otherwise specified other users will be able to view the information you include on your profile about yourself, other individuals and the business you wish to sell. 

You confirm that you have received appropriate authorisation to share information about other individuals on your profile. You also understand that we have no control over and have no responsibility with respect to the use by other users of the Services who have been granted access to your personal data either through your profile or through any messaging functionality available on the Website. 

Third-party links and information we receive from third-party sources

The Website contains links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you which we cannot control and we cannot be responsible for their privacy statements. When you leave the Website, it is your responsibility to ensure that you read the privacy statement of third-party websites.

In addition, we may receive personal data about you from various third parties and public sources including:

• Data about your device from analytics providers, advertising networks and search information;
• Data about payments to and from you from providers of payment services;
• Identity and contact data from data brokers or aggregators; and
• Identity and contact data from publicly available sources (such as Companies House).

What happens if you fail to provide personal data

If you fail to provide the requested personal data, we may be unable to process or respond to your query or supply the Services under the Terms in full or in part.

Under certain circumstances, we may be under compulsion of law to collect personal data.  If you fail to provide that data when requested, we may have to cancel Services or close your account but we will notify you if this is the case at the time.

How we will process your personal data

We will only use your personal data for the purpose for which we collected it which include the following:

1. As necessary to perform our contract under the Terms with you:

• To take steps at your request prior to entering into it;
• To decide whether to enter into it;
• To manage and perform that contract;
• To update our records; and
• To trace your whereabouts to contact you about your account and recovering debt or otherwise enforce the Terms.

2. As necessary for our own legitimate interests or those of other persons and organisations, e.g.:

• For good governance, accounting, and managing and auditing our business operations;
• To monitor emails, calls, other communications, and activities on your account;
• For market research, analysis and developing statistics; and

3. As necessary to comply with a legal obligation, e.g.:

• When you exercise your rights under data protection law and make requests;
• For compliance with legal and regulatory requirements and related disclosures;
• For establishment and defence of legal rights;
• For activities relating to the prevention, detection and investigation of crime; and
• To monitor emails, calls, other communications, and activities on your account.

4. Based on your consent, e.g.:

• When you request us to disclose your personal data to other people or organisations.

You are free at any time to change your mind and withdraw your consent. The consequence might be that we can’t do certain things for you.

When will we make disclosures of your personal data

We will share your personal data to third parties in circumstances as follows:

• Service providers acting as processors based in and outside of the UK who provide payment processing services, App development, IT and other system services;
• Professional advisers acting as processors or joint controllers including banks, lawyers, auditors and insurers;
• Government, regulators and other authorities based in the UK who require reporting of processing activities in certain circumstances, or if we believe it is necessary to do so to meet legal requirements or to prevent accidents and or crime, or to defend our legal rights;
• Third parties to whom we may choose to merge, sell or transfer our assets or parts of our business. In these circumstances, new owners may use your personal data.

Marketing

We may use your identity, contact, technical, usage and use of your Services to form a view on what we think you may want or need, or what may be of interest to you, including promotional offers. 

You may receive marketing communications from us if you have: 

• provided us with your business e-mail account and we have a legitimate interest in keeping you up to date with our latest news and offers;
• subscribed to receive marketing communications from us to your personal or business e-mail account; and
• requested information from us or purchased services from us or if you provided us with your details when you entered a competition or registered for a promotion unless you have opted out of receiving that marketing when we first collected your personal e-mail address.

Cookies

Cookies are small text files placed on your computer, smartphone or other device and are commonly used on the internet. We use cookies and similar technologies to:

• collect information that will help us understand visitors’ browsing habits on our website;
• compile statistical reports on website activity, e.g. number of visitors and the pages they visit;
• temporarily store any information which you may enter in tools, such as calculators or demonstrations on our website; and
• in some cases, remember information about you when you visit our site. 

We use cookies and other tracking technologies to enable us to perform our contract under the Terms with you and for our legitimate interests (e.g. to distinguish you from other users of the Foundy website and to help us improve our service to you by remembering your preferences).  You can set your browser to refuse all or some cookies.  You can also set your browser to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of the Foundy website may become inaccessible or not function properly. For more information about the cookies we use, please see our Cookies Policy.

Data Security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. We limit access to your personal data to those Foundy employees, agents and contractors and other third parties who have a justified business need to know. They will only process your personal data on our instructions, and they are subject to a duty of confidentiality.

Where we have given you a password that enables you to access certain parts of the Website or the Services, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

We have procedures to deal with any personal data breach, suspected or actual, and will notify you and any applicable regulator of a breach where we are legally required to do so.

Retention of your personal data

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for.  We apply the following criteria to determine data retention periods for your personal data:

• Retention in case of queries: we will retain your personal data as long as necessary to deal with your queries or for a sensible period in order for us to reply to your online query and then deal with queries you raise upon receipt;
• Retention in case of claims: we will retain your personal data for as long as you might legally bring claims against us; and
• Retention in accordance with legal and regulatory requirements: we will retain your personal data after your account, policy or service has been closed or has otherwise come to an end based on our legal and regulatory requirements.

International Data Transfers

Whenever we do transfer your personal data outside of the UK, we ensure that a similar degree of protection is afforded to it by ensure that in most cases at least on of the following safeguards is implemented: 

• we will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data under UK data protection laws; and
• where we use certain service providers, we will use specified contracts approved by the Information Commissioner which gives personal data the same level of protection it has in the UK. 

By submitting your personal data, you understand the terms on which we may transfer your personal data outside of the UK. 

Your rights under data protection law

The Data Protection Act 2018 gives you the following rights:

• The right to be informed about our processing of your personal data;
• The right to have your personal data corrected if it’s inaccurate and to have incomplete personal data completed;
• The right to object to processing of your personal data;
• The right to restrict processing of your personal data;
• The right to have your personal data erased (the “right to be forgotten”);
• The right to request access to your personal data and information about how we process it;
• The right to move, copy or transfer your personal data (“data portability”); and
• Rights in relation to automated decision making including profiling.

You have the right to complain to the Information Commissioner’s Office. It has enforcement powers and can investigate compliance with data protection law: www.ico.org.uk. However, we encourage you to contact us in the first instance so that we can attempt to resolve your complaint directly. 

If you wish to exercise any of the rights set out above, please contact us using the details provided above.