ASSET TRIBE TERMS: INVESTOR TERMS

IT IS IMPORTANT YOU READ THESE TERMS CAREFULLY BEFORE MAKING USE OF OUR SERVICES. BY USING OUR SERVICES, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU USE OUR SERVICES IN THE COURSE OF YOUR BUSINESS OR WORK, YOU ARE ALSO AGREEING TO THESE TERMS ON BEHALF OF THAT BUSINESS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

YOU SHOULD CAREFULLY CONSIDER WHETHER PURCHASING ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR OWN FINANCIAL SITUATION AND ATTITUDE TO RISK, AS EVALUATED BY YOU CAREFULLY. WE DO NOT MAKE ANY REPRESENTATIONS OR RECOMMENDATIONS REGARDING THE ADVISABILITY OR OTHERWISE OF PUCHASISNG ANY ASSETS USING OUR SERVICES. IF YOU ARE UNSURE AS TO WHETHER PURCHASING THESE ASSETS IS SUITABLE FOR YOU, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE PRIOR TO MAKING A PURCHASING DECISION. THESE ASSETS MAY NOT BE SUBJECT TO ANY INVESTOR PROTECTION. PURCHASING THESE ASSETS MAY INVOLVE A HIGH DEGREE OF RISK TO YOUR CAPITAL.

THESE TERMS APPLY TO ALL INVESTMENTS INTO ASSETS MADE USING OUR SERVICES FROM TIME TO TIME. AS THESE TERMS MAY BE UPDATED FROM TIME TO TIME YOU SHOULD CHECK THEM EACH TIME YOU MAKE AN INVESTMENT.

 

  • INTRODUCTION
  1. These terms and conditions, together with any documents and policies referred to in these terms and conditions (all together, the “Agreement”) sets out the agreement between you and The Alternatives Group Limited (“Asset Tribe”, “we”, “us”, “our”) in relation to our provision to you of our services as further set out in this Agreement (our “Services”). 
  2. We recommend that you print a copy of this Agreement for future reference. If you have any questions concerning this Agreement please contact us at info@assettribe.io 
  3. By agreeing to this Agreement, you acknowledge that you have also read, understood and agreed to:
      1. our Privacy Policy; and
      2. our Website Terms of Use. 
  4. Before you may make any investment, we may require you to agree to further documentation and provide us with further information to complete our onboarding process, which may include completing an assessment questionnaire. You accept that your ability to make any investment is subject to your acceptance of such documentation and completion of our onboarding process. 
  • INTERPRETATION
  1. In this Agreement, the following words and expressions have the following meanings:
  • “Agreement Personal Data”
  1. means any Personal Data processed by us for the purposes set out in this Agreement;
  • “Applicable Law”
  1. all applicable statutes, laws, enactments, orders, regulations, regulatory rules, official guidance, standards, regulator expectations and other similar instruments in any relevant jurisdiction, as in force and amended from time to time;
  • “Assets”
  1. the Physical assets and securities we allow participants to trade in over our Platform;
  • “Asset Tribe Group”
  1. means us as well as any parent entity and holding company of we have and any subsidiary of such parent entity and holding company;
  • “Business Day”
  1. means any day other than Saturday or Sunday or a public or bank holiday in the United Kingdom;
  • “Data Protection Laws”
  1. means all applicable law relating to data protection, the Processing of Personal Data and privacy;
  • “Eligible Investors”
  1. has the meaning set out at clause 6.1;
  • “FCA”
means the Financial Conduct Authority or any subsequent regulator who has jurisdiction over the Services; 
  • “FCA Rules”
means the Handbook of Rules and Guidance of the FCA;
  • “Offer Period”
the period specified by us during which you may place a revocable order to subscribe for or purchase an interest in an Asset;
  • “Physical Assets”
has the meaning set out at clause 3.1;
  • “Platform”
means assettribe.io
  • “Privacy Policy
means our privacy policy available at assettribe.io/privacy-policy/
  • “Seller”
refers to the seller of an Asset via our Platform; 
  • “Purchase Agreement”
the subscription or purchase agreement for an Asset is between you and the Seller; 
  • “Securities”
  1. has the meaning set out at clause 3.1;
  • “Services”
  1. our services as set out at clause 3; 
  • “Termination Date”
  1. means the date on which termination of this Agreement takes effect, in accordance with clause 12; 
  • “Virus”
  1. means any viruses, bugs, glitches, weaknesses, spyware, malware, adware or other harmful, malicious or deleterious programs, material, code, file or software; and 
  • “Website Terms of Use”
  1. means the terms of use for our website, available at assettribe.io/terms-of-use/;
  1. References to “you” or “your” is to any person who uses our Services. 
  2. Where the words “includes“, “including“, “for example” or “such as” are used in this Agreement, they are deemed to have the words “without limitation” following them. 
  3. A reference to “writing” or “written” includes email but not faxes. Any reference to “written consent” shall mean specific explicit consent. 
  4. References to “Personal Data“, “Process“, “Processing“, “Data Controller” and “Data Processor” have the meanings set out in, and will be interpreted in accordance with, applicable Data Protection Laws.
  5. The headings of the clauses and schedules of this Agreement are for convenience only and shall not affect its construction or interpretation. The schedules form part of this Agreement and any reference in this Agreement to a clause or schedule is a reference to a clause or schedule of this Agreement. 
  6. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other document or agreement as amended or varied in accordance with its terms from time to time.
  7. A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.
  8. Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.
  • OUR SERVICES
    1. We arrange via our Platform for you to have the ability to:
      1. buy physical assets (“Physical Assets”); and / or
      2. buy units in collective investment schemes (“Securities”, together with Physical Assets, “Assets”)

in accordance with the Investment Process outlined in Schedule 1 

  1. We shall perform our Services with all due skill, care and diligence and in accordance with all generally accepted standards and practices applicable to the Services or services similar to our Services.
  2. We do not provide, nor do we accept responsibility for, any legal, tax or accounting advice. We do not provide advice or any form of recommendation regarding the suitability/appropriateness or quality of any Asset. 
  3. No action we take nor the way we present any Assets should be taking as implying or indicating any preference by us of any particular Asset nor of approval or endorsement of any Asset.
  • WHO WE ARE AND OUR REGULATORY STATUS 
      1. The Alternatives Group Limited is an appointed representative of Strata Global Limited which is authorised and regulated by the Financial Conduct Authority. Our address is 1 Brandon Road, London, N7 6AA, United Kingdom.
      2. Our authorisation relates to the ability to buy or sell Securities over our Platform, which means that we are providing a regulated service in relation to Securities. 
      3. Our authorisation does not relate to our Services in relation to Physical Assets, and these are not regulated by the Financial Conduct Authority. 
  • GENERAL ELIGIBILITY REQUIREMENTS 
      1. In using our Services you at all times represents that you:
        1. (if you are a body corporate) you are duly organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to this Agreement and to receive our Services, including as regards performing all actions and obligations under this Agreement, which therefore constitute valid and legally binding obligations;
        2. (if you are an individual), you are at least 18 years old and eligible to agree to this Agreement and all related obligations, including as regards any age, residency, legal capacity, competency and all other requirements;
        3. are legally permitted under Applicable Law to receive and make use of our Services, there is no other reason to prevent you from agreeing to this Agreement, and you are not aware of any legal or regulatory reason why should not be able to invest into any Assets you decide to invest into.;
        4. are a resident of the United Kingdom;
        5. are making any or to invest into any Asset solely on your own behalf;
        6. have not received any advice from us in relation to the merits of entering into this Agreement or any transaction for Assets, and you are solely responsible for any evaluations, decisions and actions regarding your entering into this Agreement, including whether entering this Agreement is suitable for you and your ability to incur any potential consequential losses;
        7. as appropriate, you have obtained appropriate independent advice before making any investment into any Asset;
        8. have read and understood any relevant risks disclosures, provided separately, in relation to the Asset(s) into which you may invest;
        9. has sufficient access to computers, internet and software as may be required to use our Services;
        10. will at all times act in accordance with Applicable Law (including (but not limited to): in relation to anti-money laundering, counter-terrorist financing, anti-corruption, anti-bribery and preventing the facilitation of tax evasion);
        11. acknowledge that tax treatment depends on your individual circumstances and may be subject to change in future; 
        12. have independently (or with the assistance of an independent advisor) determined that the Services are suitable/appropriate for your requirements; 
        13. waive any right you may have to participate in a class action lawsuit or a class-wide arbitration against us, any entity which is part of the our Group, and / or any person involved with us that arises out of or relates to this Agreement; and
        14. will not attempt to circumvent the security of or interfere with the proper working of our Platform or any server on which it is hosted, nor otherwise introduce, nor permit the introduction of any Virus into our Platform nor any of our systems;
      2. You shall inform us immediately in the event that you can no longer make any of the representations set out in this clause 5, and update us if any information you provide us with becomes out of date or inaccurate.
  • YOUR CLIENT CATEGORISATION WHEN DEALING IN SECURITIES
    1. We do make opportunities to invest into Securities available to the public. Our Services in relation to Securities are available only to persons who are classified as one of a:
      1. professional investor;
      2. certified ‘high net worth investor’, 
      3. certified ‘sophisticated investor’, 
      4. self-certified as a ‘sophisticated investor’ or 
      5. certified restricted investor, 

(collectively “Eligible Investors”) in accordance with the FCA Rules, and so before you may invest in any Security you will need to onboard with us and demonstrate what you fall within one of these categories. We reserve the right to request proof in the form of evidence from you as to your classification and/or to deny access to our services at our sole discretion if we are not satisfied your classification is correct.

  1. If you wish to change your classification you must immediately notify us to request a different classification.
  2. You shall be categorised by us as in accordance with the categorisation set out at 6.1 (as defined in the FCA Rules). Although we are obliged to inform you that you are entitled to request a different client categorisation, we are not obliged to accept such a request. 
  3. You must inform us about any change to your circumstances which might affect our determination of your categorisation. As an Eligible Investor, you may not have the regulatory protections afforded to retail clients under the FCA Rules, for example you may not have access to the Financial Ombudsman Service, or the Financial Services Compensation Scheme, and communications from us to you will assume a level of expertise associated with the Eligible Investor classification type. You may request further details of the FSCS from us, and further information is available from: Financial Services Compensation Scheme, 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU; or www.fscs.org.uk
  • ANTI-MONEY LAUNDERING OBLIGATIONS
      1. You will at all times during the term of this Agreement:
        1. provide us with any information we request for the purposes of verifying your identity (including if applicable that of any of your beneficial owners) and checks required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. This includes completing any reasonable verification procedures and customer identity checks that we may require in relation to our Services. 
        2. authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries. 
      2. You acknowledge that your access to our Services may be altered, on an ongoing basis, as a result of the information provided under clause 7.1.
      3. You acknowledge that in carrying out inquiries, your information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
    1. FEES
      1. You shall pay us the fees in accordance with Schedule 2. Please note that it is possible that taxes or costs may exist in addition to those which we pay or impose, and you are responsible for paying these.
      2. All fees payable under this Agreement shall become due immediately on the Termination Date. 
      3. We shall be entitled to set off any amount owed to us by you for any reason whatsoever from time to time against any sum which it itself owes to that other party (in each case, if due and payable), and payment of the net amount shall discharge both sums due.
  • DATA PROTECTION
    1. Your personal information shall be dealt with in accordance with our privacy policy, available at [Link to Privacy Policy].
  1. INTELLECTUAL PROPERTY RIGHTS
    1. We are the owner or the licensee of all copyright and intellectual property rights (of whatever nature) that exist in connection with our Platform and Services (including any content provided in connection with them) (all together, the “Materials”). You have the right to use any of these Materials only for the purpose of using our Services. Any other use is expressly prohibited. 
    2. We and / or our licensors own and retain all intellectual property rights associated with the Materials. We grant you a limited, personal, non-exclusive, non-commercial, royalty-free, revocable, non-sub-licensable and non-transferable licence, subject to this Agreement, to access and use the Materials solely for the purpose as permitted by us of receiving our Services. Any other use is expressly prohibited. This includes the fact that:
      1. we expressly reserve all rights in and to the Materials and all content, materials, information and data related to the same. You agree that we do not grant you any rights in or licenses to any Materials except for the limited licence set out above;
      2. except to the extent expressly permitted under this Agreement, you agree that you shall not (either solely or jointly with or on behalf of any other third party) modify, reverse engineer, reverse compile, disassemble, copy, frame, mirror, scrape, rent, lease, licence, loan, republish, display, sell, rent, distribute, transfer, assign, disclose or create derivative works based on the Materials, in whole or in part;
      3. you agree that you shall not exploit any intellectual property in relation to the Materials for a commercial purpose; and
      4. you agree that you shall not attempt to obtain, or assist third parties in obtaining, access to Materials other than as permitted by this Agreement.
    3. All logos related to us and the Materials are marks of Asset Tribe or our licensors. You may not copy, imitate, or use our trading names or logos without our prior written consent. All rights, title and interests in and to the Materials, any content thereon or therein and all technology and any content created or derived from any of the foregoing is the exclusive property of us and our licensors.
  2. LIABILITY
    1. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation. 

Our liability 

  1. Subject to clause 11.3, we shall be responsible to you only for loss that you suffer as a direct result of our gross negligence, except to the extent that such loss arises as a result of a breach of this Agreement and / or Applicable Law by you. 
  2. Notwithstanding clause 11.2, we shall not be liable for any:
    1. loss as a result of any rejection of an order made by you;
    2. loss as a result of order being accepted in accordance with this Agreement;
    3. loss as a result of any exercise of discretion by us;
    4. loss as a result of an investment into an Asset(s), for example because of a loss in the value of that Asset; 
    5. the failure of a Seller to comply with the terms of the Purchase Agreement, or any representation made by a Seller to you, or the failure of the Seller to provide any particular expected income or reward (in which case your right of recourse will be against the Seller directly); 
    6. loss of profit (whether direct, indirect or consequential);
    7. loss of revenue, loss of business or loss of anticipated savings (in each case whether direct, indirect or consequential);
    8. loss as a result of the you providing us with any incorrect or outdated information;
    9. loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential); 
    10. indirect, consequential or special loss;
    11. loss as a consequence of any risk which you have been informed of materialising;
    12. any loss for which we has explicitly excluded responsibility or liability for under this Agreement; or
    13. unforeseeable events and / or events outside of our reasonable control.
  3. Our total liability for any loss caused to you under this Agreement shall be limited to the fees received by us from you. 

Your liability 

  1. You agree to indemnify us for any losses to us that arise from or relate to:
    1. your breach of any Applicable Law or this Agreement; and
    2. any fees, taxes or costs not imposed by or via us, which we pay on your behalf.
  2. Losses for the purposes of clause 11.5 include direct and indirect losses, as well as any costs and expenses (including reasonable legal fees).
  1. SUSPENSION AND TERMINATION
    1. We may, at any time, on giving [30] days’ notice in writing to you, terminate this Agreement. 
    2. You may terminate this Agreement by giving us 5 Business Days’ written notice, or, where we make a change to this Agreement, in accordance with clause 15.
    3. We may terminate this Agreement by written notice to you to take effect immediately (subject in the case of clause 12.3.1 to such notice specified in that clause) if you:
      1. are in material breach of this Agreement and either (i) that breach is incapable of remedy (ii) or you fail to remedy the same within 30 days of being required to do so;
      2. are unable to pay are debts as they fall due or:
        1. (if you are an individual) you become bankrupt; or
        2. (if you are a body corporate) a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation) or you enters into an arrangement with its creditors generally or an administrator, an examiner or any equivalent has been appointed thereto or you have a receiver appointed over all or any part of your assets or you suffer any execution over such assets; or
      3. failure to pay any fees or payment due from time to time in connection with this Agreement. 
    4. We suspend our Services with immediate effect where:
      1. We are of the reasonable opinion that we are required to do so by Applicable Law, any court and / or by other authority to which we and / or you are subject in any jurisdiction;
      2. we reasonably believe that any material information provided by you is materially incomplete, inaccurate or misleading;
      3. we reasonably believe that our Services are being used in a fraudulent or unauthorised way, or that there is a security issue;
      4. your use of our Services is subject to any (pending) litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with the your use of our Services;
      5. an event occurs which is outside our reasonable knowledge and control which impacts our Services and makes it impossible or impracticable for us to provide our Services; and
      6. if you fail to pay any fees or may payment due from time to time in connection with this Agreement,

and any suspension will not affect our ability to terminate this Agreement

    1. EFFECT OF TERMINATION
      1. All rights, obligations and liabilities of the parties accrued up to and including the Termination Date shall not be affected by termination, including any obligation you have to pay fees or make any payment. 
      2. If at the Termination Date you have any outstanding or incomplete orders for Assets and the Offer Period has not yet expired, then any such order will be deemed withdrawn. 
      3. If at the Termination Date the Offer Period has expired and an order has been deemed accepted, you must complete your investment into the relevant Asset(s) and this Agreement shall not terminate in relation to such Assets. 
      4. Notwithstanding clause 13.3, if we terminate this Agreement, we reserve the right to treat any orders which you have made as rejected, even if they would otherwise have been accepted. 
      5. If you have invested into any Asset before the Termination Date then any clause in this Agreement that is required in order to give effect to that investment shall survive termination.
      6. The following clauses shall survive termination of this Agreement: 2, 8.2, 8.3, 10, 11, 13, 16,18, 20 and 22. 
  • COMPLAINTS
      1. We maintain procedures for the effective consideration and handling of any complaints. Complaints can be made to info@assettribe.io 
      2. As an Eligible Investor in relation to Securities, you may not  have access to the Financial Ombudsman Service (the “FOS”) in relation to complaints. The FOS does deal with complaints in relation to unregulated Physical Assets as such there is no recourse to the FOS in respect to the Physical Assets. Further details regarding the Financial Ombudsman Service are available on request. 
  • CHANGING THE TERMS OF THIS AGREEMENT
      1. We may make changes to any aspect of our Services and / or to this Agreement at any time by amending this page. We will give you reasonable advance written notice of any changes, and we may make changes with immediate effect if they are in your favour. 
      2. You will be treated as accepting any change that we make to this Agreement unless you tell us that you do not agree to the change, in which case you must inform us, and we will treat this as your termination of this Agreement with effect from the time of the change, and you must stop using our Services with effect from that date.
  • NO CANCELLATION OR REFUND RIGHTS
      1. We do not provide refunds or cancellation rights. The price of Assets is dependent on fluctuations in financial market which cannot be controlled by us. 
  • CONFLICTS OF INTEREST
    1. We maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. However, where these are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of our clients will be prevented, we shall, as measure of last resort, disclose to our clients the relevant conflicts and the steps taken to mitigate against them. A summary of our conflicts of interest policy is available on request. 
    2. In relation to Securities, as part of providing our Services to you, we do not receive any benefit or payment from any third party apart from acceptable minor non-monetary benefits. These are benefits which:
      1. are capable of enhancing the quality of service provided to you;
      2. is of a scale and nature that it could not be judged to impair our compliance with our duty to act honestly, fairly and professionally in your best interests;
      3. is reasonable, proportionate and of a scale that is unlikely to influence our behaviour in any way that is detrimental to your interests; and
      4. consist of:
        1. information or documentation relating to financial instrument, that is generic in nature or personalised to reflect the circumstances of an individual client;
        2. written material from a third party that is commissioned and paid for by a corporate issuer or potential issuer to promote a new issuance by the company, or where the third party firm is contractually engaged and paid by the issuer to produce such material on an ongoing basis, provided that the relationship is clearly disclosed in the material and that the material is made available at the same time to any firms wishing to receive it, or to the general public;
        3. participation in conferences, seminars and other training events on the benefits and features of a specific financial instrument or an investment service;
        4. hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training events mentioned under clause 17.2.4.3.
  1. COMMUNICATIONS
    1. All communications will be in English.
    2. Communications to us may be made:
      1. by email and / or video conference call to info@assettribe.io
      2. personally or by courier service to Asset Tribe, 1 Brandon Road, London N7 9AA

as such details may from time to time be amended from time to time by us providing written notice to you.  

  1. Communications to you may be made using the latest details provided to us, and so long as we use these details you will be deemed to have receive the communication. 
  2. Communications:
    1. by email will be deemed received on the earlier of the time at which it is accessed or 2 Business Days after receipt (except as regards email to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent);
    2. if hand delivered will be deemed received when delivered; and
    3. if delivered by courier will be deemed received when proof of receipt is provided by the courier.
  3. You acknowledge and consent that where we send you an email confirming your investment into an Asset this shall be sufficient and adequate reporting of the service of arranging the transaction.
  4. We may record telephone conversations and electronic communications, including communications with you, which result or may result in transactions in Securities. A copy of the recoding of such conversations and communications will be available from us to you on request for a period of five years and, where requested by the FCA, for a period of up to seven years.
  • NOVATION
    1. In the event that we appoint another entity within Asset Tribe Group to take over all or some of our rights and obligations under this Agreement (the “New Entity”), we may transfer by way of novation all or some of our rights and obligations under this Agreement to the New Entity and you consents to such novation. As soon as reasonably practicable following such novation, we shall notify you in writing of the effective date of such novation. From such effective date, all references in this Agreement to “Asset Tribe Group”, “we”, “us” or “our” shall be deemed to be references to the New Entity.
  1. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any non-contractual obligations arising from or in connection with it shall be governed by and construed in accordance with English law and, for the benefit of both parties, the English courts shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity of it, or relating to any non-contractual obligations arising from or in connection with it. 
  2. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, terms and conditions or arrangement in respect of their subject matter. There are no promises, representations, warranties, terms, conditions or obligations (whether made by a party to this Agreement or any other person and whether made to a party to this Agreement or any other person) between the parties other than those set out in this Agreement.
    2. Neither party has entered into this Agreement in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in this Agreement. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in this Agreement shall be for breach of contract.
  3. MISCELLANEOUS
    1. This Agreement shall take effect from the date on which you start using our Services.
    2. Each party to this Agreement is an independent contractor and shall not describe or in any way hold itself out as being the agent of the other party. Nothing in this Agreement shall give rise to a partnership, agency, employment relationship or joint venture between the parties.
    3. Each of the provisions of this Agreement are separate, severable and enforceable and, accordingly, if at any time any provision or part-provision of this Agreement is or becomes invalid, void, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 22.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. You may not assign, lien, mortgage, transfer, charge or otherwise encumber any of your rights or obligations under this Agreement. We may assign this agreement without restriction subject to compliance with applicable law and regulation.
    5. The parties intend that persons within the Asset Tribe Group shall have the right to enforce any rights granted to them under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act“).  Save as aforesaid, the parties do not intend that the provisions of this Agreement shall be enforceable by virtue of the 1999 Act or otherwise by any person not a party to it. Notwithstanding this clause 22.5, the consent any third party is not required for any variation (including any release or compromise of any liability) or termination of this Agreement.
    6. No variation or waiver of any of the terms of this Agreement shall be effective unless in writing and executed by us. No failure or delay by us to exercise any right, power or remedy under this Agreement shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise by us of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

schedule 1

  1. The Investment Process

The investment process will operate as follows:

  1. You may place a revocable order to subscribe for or purchase an interest during the Offer Period.
  2. The Offer Period may be updated from time to time and we close early or extend the Offer Period at our absolute discretion.
  3. You must review the Purchase Agreement carefully and only make any investment decision based on your assessment of the Purchase Agreement. We are not a party to, nor do we accept liability in relation to, the Purchase Agreement. 
  4. The Seller may accept or reject any order up until expiry of the Offer Period.
  5. An order may be rejected at the end of the Offer Period (except where we, acting at our absolute discretion, allow the investment in any event) if:
    1. There is a minimum investment requirement which in not met. 
    2. We suspect bad faith, fraud or dishonesty, or that any information provided to you is inaccurate or misleading.
    3. There is any failure to pay any fees to us by any person in connection with the provision of our Services in relation to the Asset. 
    4. We deem it malicious or otherwise detrimental to the Seller, for example we believe that there is no genuine intention of investing into the Asset. 
    5. For any other reason we deem this necessary in order to act in your best interests. 
  6. If an order is rejected:
    1. we have shall have absolute discretion as to whether to allow a Seller to reopen an Asset for investment again in a subsequent offer period.  
    2. we shall no obligation to provide you with any alternative investment and accept no liability for any loss as a consequence of a rejection. 
  7. If you make an offer during the Offer Period and do not revoke it during the Offer Period, and if it is not rejected, then it will be deemed accepted and cannot be cancelled. 
  8. After the Offer Period, if your order has been accepted, you will be required to make a payment for your order as we direct. It is your responsibility to make any payment as instructed by us in order to complete your investment into the Asset.