Deal submission terms

1. Parties and scope

These terms apply between Portfolio Twenty One Group Ltd (“we”, “us”, “our”) and the person making the submission. Where that person acts for a business, they also apply to that business (“you”, “your”).

We are a company registered in England and Wales, company number 16713805. Our registered office is Unit U10, Base Business Space, Chamberlain Road, Hull, HU8 8HL.

These terms cover early stage submissions. Examples include teasers, pitch decks, financial summaries, information memoranda and introductory transaction information.

2. How we review submissions

Submissions are reviewed in confidence by the group and its advisers. However, a submission does not create a duty of confidentiality, a non-disclosure agreement or any other obligation on us. Those arise only when a written agreement is signed by both parties.

3. What not to send

Do not send the following through the form:

• trade secrets, privileged material or other highly sensitive information;
• personal data about third parties, such as employees, customers or suppliers.

If you need confidentiality protection before you share specific information, ask us for a non-disclosure agreement before you send it.

4. No obligation to respond or proceed

We are under no obligation to review your submission, to respond to it, to enter or continue discussions, or to proceed with any transaction. We do not have to give reasons for any decision.

Where there is a fit, we aim to reply within ten working days. This is an aim, not a commitment.

5. No offer or commitment

No reply from us is an offer capable of acceptance. No reply creates a commitment to fund, acquire, invest, partner or transact. A transaction will proceed only if formal written agreements are signed by authorised signatories of each party.

6. No advice

Nothing on our website, in our communications or in any reply to your submission is financial, legal, tax, investment, accounting or regulatory advice. You should take your own professional advice before acting on any communication from us.

7. Your authority and the accuracy of your information

By making a submission, you confirm that:

• you are authorised to make it, on your own behalf or on behalf of the business concerned;
• the information is true, accurate and not misleading, and is not materially incomplete, to the best of your knowledge;
• making the submission does not breach any law, duty of confidence, court order, contract or third party right;
• you will tell us promptly if any material information changes.

8. Similar opportunities

We may already be looking at businesses that are similar to, or compete with, yours. We may also do so in future. A submission does not restrict us from considering, investing in or acquiring any other business.

9. How we use and share submissions

We may use your submission to assess strategic fit and transaction viability, to carry out internal screening and preliminary due diligence, to take professional advice, to comply with legal and regulatory obligations, and to protect our legal rights.

We may share your submission within the group and with our professional advisers. Our advisers are bound by their own professional duties of confidence. We share only what is needed for these purposes.

10. Intellectual property

You keep ownership of your existing intellectual property. By submitting content, you grant us a non-exclusive, royalty-free, worldwide licence to use, copy, store and share it within the group and with our advisers. We will use it only to evaluate the potential transaction and for related legal, compliance and governance purposes.

11. Introducers and fees

No finder’s fee, commission, success fee or introducer payment is payable to anyone unless we have agreed it in advance in a signed written contract. If you act as a broker, adviser or introducer, you confirm that you are authorised to represent the party concerned. A submission does not create any agency or exclusivity.

12. Contact with other parties

Unless we agree otherwise in writing, we may contact relevant stakeholders directly for verification and due diligence, where this is lawful and appropriate. If you need a specific communication protocol, it must be agreed in writing in advance.

13. Compliance checks

We may carry out lawful compliance checks, including sanctions, anti-money laundering and source of funds checks, where they are relevant to the proposed transaction. We may decline or end any engagement where we identify a compliance risk.

14. Personal data and record keeping

We handle personal data in line with our privacy notice. Where you share personal data about other people, you confirm that you have a lawful basis to do so and that you have given them any notices the law requires.

If an enquiry does not proceed, we keep it for 24 months after our last contact and then delete it. If a transaction process goes ahead, we keep the records as part of our transaction records, typically for up to six years after the process ends, subject to legal requirements.

15. Limitation of liability

To the fullest extent permitted by law:

• we accept no liability for your reliance on any preliminary communication;
• we are not liable for any indirect or consequential loss, including loss of opportunity, profit, business or goodwill, arising from a submission or from a transaction not going ahead;
• our total liability arising from these terms is limited to £1,000.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

16. Ending discussions

We may stop any engagement at any stage and for any reason. The parts of these terms that are intended to continue will continue to apply. These include the parts on confidentiality, liability, record keeping and governing law.

17. Later agreements

These terms govern submissions made before any non-disclosure agreement is signed. They do not replace any later agreement, such as a non-disclosure agreement, heads of terms, an exclusivity agreement, a share purchase agreement, a shareholders’ agreement or an investment agreement. If a later signed agreement conflicts with these terms, the later agreement applies to the extent of the conflict.

18. Governing law

These terms, and any non-contractual obligations arising from them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless mandatory law requires otherwise.

19. Contact

Questions about these terms: info@portfoliotwenty.one or 01482 765131. Portfolio Twenty One Group Ltd, Unit U10, Base Business Space, Chamberlain Road, Hull, HU8 8HL.