Terms of Business
For Partnership Agreement between Sprout Invest Ltd and Kings Park Capital.
Please read this document carefully. We draw your attention in particular to clause 9, which limits our liability.
1. Definitions
1.1 The Manager: Kings Park Capital LLP or You that We may make Introductions to on a non-exclusive basis under the Contract who are looking for an investor to invest in a Fund.
1.2 The Fund: a) KPC III LP ("Fund III"); and/or (b) a successor fund to Fund III; and/or (c) any investment vehicle (however structured) established by the Manager to facilitate investment in any co-investment opportunity alongside Fund III or any other investment sourced and completed by the Manager and in respect of which the Manager is earning, as applicable, management fees, carried interest or transaction fees;
1.3 Engagement letter: means the letter – usually sent at the outset with these terms –where We set out how We will make Introductions and set out any specific terms in addition to these terms on which We are prepared to act for You.
1.4 Contract: means the agreement between You and Sprout Invest Limited in relation to Introductions as set out in these terms, the engagement letter and any other documents referred to within either these terms or the engagement letter.
1.5 Introduction means the Introduction of an investor to a Fund for the purpose of investing in a Fund.
1.6 Sprout or Sprout Invest Limited or this company means Sprout Invest Limited and not any individual or group of individuals within Sprout Invest Limited.
1.7 These terms: means these Terms of Business.
1.8 ‘We’, ‘us’,‘company’ and ‘our’ (and other relevant first-person terms): refer to Sprout Invest Limited as a legal entity.
2. Terms of business
2.1 These terms shall apply to all Introductions by us to You (and any future dealings in relation to that Introduction as set out in the engagement letter) unless We otherwise notify You in writing. The specific terms set out in our engagement letter will also apply to the Introductions to which that letter relates.
2.2 You should read these terms carefully, along with the engagement letter and any other documents referred to within that engagement letter, as these documents set out the basis on which We will provide Introductions to You and form the Contract between us. No other terms or conditions will apply to any work We do for You unless We otherwise agree in writing.
2.3 By accepting these terms, You are entering into a Contract with us. These terms may not be altered unless agreed in writing by us.
2.4 If any of these terms are inconsistent with the terms set out in the engagement letter, the terms in that engagement letter will prevail.
2.5 If any term of the Contract is inconsistent with our legal obligations under any relevant laws then the relevant laws shall apply instead of those terms.
2.6 Your acceptance of Introductions will amount to an acceptance of the terms of the Contract.
3. Introductions
3.1 To provide the best possible quality of Introductions You must provide us with all relevant information. The information You provide to us must, to the best of your knowledge, be complete,accurate and up to date. You should inform us as soon as reasonably practicable of any changes that affect any information provided.
3.2 We are under no obligation to provide You with any Introductions whatsoever and We are not responsible or liable in any way whatsoever, including but not limited to,if: We do not make Introductions to You; if those We introduce are not suitable; if such Introduction chooses not to invest; or if such Introduction causes You harm or loss in any way or manner whatsoever.
3.3 We will not carry out any due diligence onany Introductions, it is for You to ensure any Introduction is suitable.
3.4 We shall not make or enter into any Contracts or commitments or incur any liability for or on behalf of You.
3.5 We shall have no authority, and shall not hold ourselves out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind You in any way and We shall not do any act which might reasonably create the impression that We are so authorised.
3.6 If an Introduction chooses to invest in your Fund then the fees set out in the engagement letter shall become payable including any fees due at a later date as per the engagement letter (even if this occurs after the termination or expiry of the Contract for any reason whatsoever).
4. Information about us
4.1 Sprout Invest Limited’s contact details are
a) Name: Sprout Invest Limited
b) Registered office: 101 New Cavendish Street, London, W1W 6XH
5. Scope of, and limitson, our responsibility to You
5.1 The accompanying engagement letter sets out the scope of the Introduction services We are to provide to You.
5.2 We do not provide financial or investment advice to those We are introducing or the Manager, and in providing our services We will not (unless We specifically agree with You in writing that We will do so) investigate the financial standing of any Introduction, or investigate or comment upon the commercial or financial viability of any Introduction. You are responsible for all matters in regard to the Introduction and any acceptance of investment.
5.3 The Introduction We make is confidential and for your exclusive use and benefit. You agree not to make the Introduction available to third parties without our written permission.
5.4 No assignment or transfer shall be made by the parties to the Contract of any of their rights or obligations under the Contractor under (or connected to) these terms to any other person without the prior written consent of the other.
6. Our fees
6.1 The basis for our fees will be set out in our engagement letter.
6.2 You shall inform us as soon as reasonably practicable if an Introduction results in an investment as set out in the engagement letter.
6.3 You agree to provide any such relevant information and redacted records (including, but not limited to, accounts and tax returns) (Records) to Us and our duly appointed representatives as We may reasonably require for the sole purpose of calculating or verifying the amount of our fees payable to us pursuant to engagement letter. We are permitted to take copies of such Records as necessary for the sole purpose of calculating and/or verifying our fees. For the avoidance of doubt, any Records provided pursuant to this term will be treated as confidential and all rights related to the Records (including but not timed to, database right and copyright) shall belong to You.
7. Paying our bills
7.1 We will send You invoices as set out in our engagement letter that are payable within 14 business days of the date of issue.
7.2 You agree that We have permission to send all invoices to You electronically (i.e., via email to the email address provided by You).
8. Unpaid bills
8.1 We will charge interest at the rate of 4% above the prevailing Bank of England base rate in respect of invoices that are not paid within 14 business days of issue.
8.2 If our bills are not paid, We may be entitled to terminate the Contract with immediate effect. For further information regarding termination of the Contract, see clause 15.
9. Limitation of Liability
9.1 No liability
We shall not be liable to You or any third party in any way for any losses (including direct, indirect, consequential or loss of profit) or claims (including, but not limited to, negligence or breach of Contract) occurring or arising under the Contract between You and us howsoever or whatsoever arising.
9.2 Qualification to limitation of liability
Nothing in these terms excludes or restricts liability where We are unable to do so lawfully.
10. Rights of third parties
10.1 No person other than the parties to the Contract may enforce any provisions of the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999.
10.2 The parties to the Contract may agree to vary or rescind the Contract without the consent of any third parties.
11. Intellectual property rights
11.1 Copyright in all materials or advice that We produce for You will remain the property of this company.
11.2 Nothing in this clause 11 affects the ownership of any documents or materials that You provide to us (but You provide us with a licence to use such materials for us to provide You with Introductions).
12. Anti-money laundering
12.1 We do not operate any know your Fund (Know Your Customer) procedures in relation to Introductions. That is your sole responsibility.
13. Data Protection
13.1 Both parties shall comply with their respective obligations under the applicable data protection legislation and as set out in the agreed data sharing form.
14. Complaints
14.1 We are committed to providing a high-quality service. However, if something goes wrong, We need You to tell us about it. This will help us to improve our standards.
14.2 Where possible, We try to resolve concerns informally. Details of who to contact are included in the engagement letter.
15. Termination
15.1 Our Contract shall continue for the period set out in the engagement letter.
15.2 Our Contract with You may be terminated before it is concluded by either of us giving the other six months’ notice in writing following the first anniversary of the date of the engagement letter.
15.3 You agree that We may immediately terminate the Contract if:
a) You become a designated person, as defined by the UK sanctions regime;
b) conflict of interests, or significant risk of conflict, that cannot be resolved arises between You and us, or between You and another fund of Sprout Invest Limited;
c) where,despite reasonable attempts, We are unable to obtain clear instructions from You regarding Introductions;
d) without good reason, You fail to provide us with information or documents when We request them;
e) an invoice We deliver to You is not paid in full within 28 business days or at all;
f) in an attempt to mislead us or someone else or in an attempt to involve usor someone else in unlawful or unethical conduct You provide us with instructions, information or documents You know to be forged, false, inaccurate, incomplete or misleading;
g) You ask us to do something that is illegal or unethical, exposes Sprout Invest Limited or any of its partners or employees to jeopardy, or damages the reputation of Sprout Invest Limited, any of its partners or employees;
h) You place or attempt to place us in a position that conflicts with our legal or regulatory obligations;
i) You are or might be insolvent or otherwise unable to pay your debts when they fall due;
j) You threaten, harass, harm or unlawfully discriminate against a partner or employee of us, or another Fund of, or someone introduced by us; or
l) in some other material respect You fail to comply with what We consider to be a material provision or requirement of our Contract with You.
15.4 We agree that You can terminate the Contract on immediate notice at any time if We have committed any:
(a) material breach of the terms herein;
(b) material misrepresentation;
(c) bad faith;
(d) fraud;
(e) wilful misconduct; or
(f) breach of securities law or regulation,
16. Cessation of business
16.1 If We stop carrying on making Introductions or the Contract terminates for any reason whatsoever, then You must pay us the amounts outstanding as set out in the engagement letter or any further amounts as they fall due under the engagement letter and clauses 1, 3, 5, 6, 7, 8, 9, 13, 16, 17 and 18 shall continue in full force on termination or expiry.
17. Applicable law
17.1 These terms and our engagement letter shall be governed by and interpreted in accordance with English law. Any disputes or claims concerning the Contract and any matters arising from it shall be dealt with only by the courts of England and Wales.
17.2 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Contract,which shall remain in full force and effect.
18. Non-waiver
18.1 Any failure by us to insist upon the strict performance of anyterm of the Contract,or any failure or delay by us to exercise our rights or remedies (whether under the Contractor at law) shall not be or be deemed to be a waiver of any right which We may have to insist upon the strict performance of the terms of the Contractor of any of our rights or remedies in respect of any default under the terms of the Contract.
