PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

1. WHO WE ARE AND HOW TO CONTACT US

1.1 www.regionally.com (our site, which includes any platform offered through or via the site, where the context requires or admits) is a site operated by Regionally Limited (“Regionally” or “we“), a limited company registered in England and Wales with company number 12601561. Our registered office is at 34 High Street, Aldridge, Walsall, England, WS9 8LZ.

1.2 Regionally is an Appointed Representative (FCA FRN: 930994) of The Fund Incubator Limited (FRN: 208716). Our status permits us to arrange (bring about) deals in investments and make arrangements with a view to transactions in investments. Regionally is only permitted to deal with ‘Professional Clients’. When making its services available to you, you agree that Regionally does so on the basis that you are or have requested to be treated as a Professional Client.

1.3 To contact us, please email  support@regionally.com  or telephone us on 0330 332 4808.

2. BY USING OUR SITE YOU ACCEPT THESE TERMS

2.1 By using our site, you confirm that you accept these Terms of Use and that you agree to comply with them. If you do not agree to these terms, you must not use our site.

2.2 We recommend that you print a copy of these terms for future reference.

2.3 By using our site, you confirm you are at least 18 years old.

3. THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

3.1 These terms refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy which sets out how we will use your personal information.

• Our Cookie Policy which sets out information about the cookies on our site.

3.2 If you engage us to provide services to you through or via our site, our Terms and Conditions of service applicable to those services will apply to the provision of such services, whether to you as an investee seeking investment, an investor seeking to invest or as an advisor (including any Regional Corporate Advisor) to investee(s) or investor(s), or as an introducer, Regional Partner, or Associate of Regionally, or in any other relevant capacity (“Service Terms”). Our Service Terms incorporate these terms. If there is any conflict between these terms and the relevant Service Terms (other than these terms), the relevant Service Terms will prevail.

4. WE MAY MAKE CHANGES TO THESE TERMS

4.1 We may amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

5. WE MAY MAKE CHANGES TO OUR SITE

5.1 We may update and change our site from time to time to reflect changes to our services, our users’ needs and our business priorities or to reflect changes in law or regulation.

6. WE MAY SUSPEND OR WITHDRAW OUR SITE

6.1 Our site is made available free of charge except where you engage us to provide services to you on a paid-for basis in which case the relevant Service Terms will apply, in addition to these terms.

6.2 Where the site is made available to you as an investor or potential investor in an investee registered with us, we do not generally make any charge to you as an investor for using our site.

6.3 We do not guarantee that our site, or any content on it, will always be available or be uninterrupted.

6.4 We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

6.5 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms and other applicable terms and conditions, and that they comply with them.

7. WE MAY TRANSFER OUR RIGHTS

7.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

8. USE OUTSIDE THE UK

8.1 Users located inside and outside the United Kingdom may access and use our site but we do not represent that content available on or through our site is appropriate for use or available in locations outside the United Kingdom.

9. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

9.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

9.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.

9.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at using the contact details above in Who We Are and How To Contact Us under Section One.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 We are the owner or the licensee of all intellectual property rights in our site. All such rights are reserved.

10.2 All copyright, trademarks and other intellectual property rights in or relating to the content of the site (including but not limited to all software used in the site, the “look and feel” of the site, and the Regionally name, logos, marks and brand) and/or the services belong to us or our licensors.

10.3 You may download extracts of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

10.4 We may allow pages or material on our site to be printed. Not all pages or material on our site will necessarily be available to print or download at all or necessarily be available to all users to print or download. If you do print pages or material from our site, you must not print or create multiple copies. Your right to access or use material on our site may be further restricted by any applicable Service Terms binding on you from time to time.

10.5 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

10.6 You must not use any part of the content on our site for commercial purposes (other than your commercial purposes contemplated by the nature of the services for which our site primarily exists) without obtaining a licence to do so from us or our licensors.

 10.7 If you print off, copy or download any part of our site in breach of these Terms of Use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made (other than any created by you or acquired by you pursuant to any contract entered into by you with another user of the site).

10.8 The motion mark REGIONALLY GROWING INVESTMENT is a UK registered trade mark (registration number: UK00003544535)

10.9 The figurative mark REGIONALLY is a UK registered trade mark (registration number: UK00003544508)

11. DO NOT RELY ON INFORMATION ON THIS SITE

11.1 The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. In particular, but without limitation, your attention is drawn to the Website Disclaimer.

11.2 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

12. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

12.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

13. USER-GENERATED CONTENT IS NOT APPROVED BY US

13.1 Our site may include information and materials uploaded by other users of the site. This information and these materials have not necessarily been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

14. HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS

14.1 If you wish to complain about content uploaded by other users, please contact us using the contact details above in Who We Are and How To Contact Us under Section One.

15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

15.1 Our liability to you in relation to services we provide to you under any contract with you for the provision by us of services to you will be excluded or limited in accordance with the applicable Service Terms binding on you which you are required to accept when entering into that contract. Without prejudice to the exclusions or limitations in any such Service Terms applicable to you (and those exclusions or limitations shall prevail in the event of any conflict with the exclusions and limitations set out here), our liability to you is excluded and limited as follows:

15.1.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so, including our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

15.1.2 We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it to the fullest extent permitted by law.

15.1.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, our site; or

• use of or reliance on any content displayed on our site; or

• any action taken by us in response to your breach of the acceptable use provisions set out in these terms under the Acceptable Use Policy and/or Interactive Services

15.1.4    In particular, we will not be liable for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss of business opportunity, goodwill or reputation; or

• any indirect or consequential loss or damage.

16. HOW WE MAY USE YOUR PERSONAL INFORMATION

16.1 We will only use your personal information in accordance with our Privacy Policy.

17. UPLOADING CONTENT TO OUR SITE

17.1 Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the Acceptable Use Policy set out below under Section 21.

17.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

17.3 Any content you upload to our site will be considered non-confidential and non-proprietary save for any confidential information you provide as part of an application to become an investee or investor, advisor or other registered user of our site, with a view to registration on our site for the purpose of seeking or making investments or advising in relation to any such investments or introducing potential investees or investors, which we shall keep confidential and not disclose to third parties except as may be required by law or by order of a competent court or except for the purposes of assessing your application or except to the extent already in the public domain (otherwise than by our breach).

17.4 You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights You Are Giving Us To Use Material You Upload under Section 18.

17.5 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights or of their right to privacy.

17.6 We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the Acceptable Use Policy set out in in these terms under Section 21.

17.8 You are solely responsible for securing and backing up your content. You acknowledge internet communications and websites are not always 100% secure, that access to our site may be interrupted or suspended from time to time and that, while we take reasonable steps to ensure the security and integrity of information posted or uploaded to our site, we cannot guarantee that security will never be breached or compromised or information never corrupted, lost or destroyed.

18. RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

18.1 When you upload or post content to our site, you grant us the following rights to use that content:

18.1.1   a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the site and across different media including to promote our site or the service forever;

18.1.2    a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content for their purposes forever.

19. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

19.1 We do not guarantee that our site will be secure or free from bugs or viruses.

19.2 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

19.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

19.4 You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site.

19.5 You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

19.6 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

20. RULES ABOUT LINKING TO OUR SITE

20.1 You may link to our home page or, if you are a registered user of our site, you may link to the main log-in page used by registered users to access elements of the site, provided in all cases you do so with our prior written consent and in a way that is fair and legal and does not damage our reputation or take advantage of it.

20.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

20.3 You must not establish a link to our site in any website that is not owned by you.

20.4 Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page or log-in page (in the case of a registered user).

20.5 We reserve the right to withdraw linking permission without notice.

20.6 The website in which you are linking must comply in all respects with the standards set out in these terms under the Acceptable Use Policy below in Section 21.

20.7 If you wish to link to or make any use of content on our site other than that set out above, please contact us using the contact details above.

21. ACCEPTABLE USE POLICY

21.1 You may use our site only for lawful purposes. You may not use our site (and “use” includes posting or uploading to the site any material):

• In any way that breaches any applicable local, national or international law or regulation.

• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

• For the purpose of harming or attempting to harm minors in any way.

• To bully, insult, intimidate or humiliate any person.

• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

• To send, knowingly receive, upload, download, use or re-use any material which:

• Contains any material which is defamatory of any person

• Contains any material which is obscene, offensive, hateful or inflammatory;

• Promotes or contains sexually explicit material;

• Includes child sex abuse material;

• Promotes or incites violence;

• Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

• Infringes the intellectual property rights of any other person;

• Gives the impression that it emanates from us, if this is not the case;

• Contains any advertising or promotes any services or web links to other sites;

• Is likely to deceive any person;

• Promotes any illegal activity;

• Is threatening, abusive or invades another’s privacy, or causes annoyance, inconvenience or needless anxiety;

• Is likely to harass, upset, embarrass, alarm or annoy any other person

• You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of these terms;

• Not to access without authority, interfere with, damage or disrupt;

• any part of our site;

• any equipment or network on which our site is stored;

• any software used in the provision of our site; or

• any equipment or network or software owned or used by any third party.

21.2 When we consider that a breach under the Acceptable Use Policy and acceptable use provisions under Interactive Services in these terms has occurred, we may take such action as we deem appropriate.

21.3 Failure to comply with the Acceptable Use Policy and acceptable use provisions under Interactive Services in these terms constitutes a material breach of these terms, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our site.

• Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.

• Legal proceedings against you including for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

21.4 The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate. These actions are available to us in addition to any available to us under any applicable Service Terms binding on you

22. INTERACTIVE SERVICES

22.1 We may from time to time provide interactive services on our site, including, without limitation:

• Chat rooms.

• Bulletin boards.

• Updates

 (“interactive services”).

22.2 Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical). At the very least any use of an interactive service must comply with the Acceptable Use Policy in these terms.

22.3 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

23. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

23.1 These terms and any disputes or claims in connection with them are governed by English law. You can bring legal proceedings in respect of these terms only in the courts of England and Wales. However, if you are a consumer and live in Scotland or Northern Ireland, you can bring legal proceedings in Scotland or Northern Ireland.