CONNEXI TERMS OF BUSINESS FOR RIGHTS-HOLDERS 

 

Introduction

 
Welcome to Connexi ("Connexi"). These terms of business (the "Connexi Rules" or "Connexi Rules"): 

form part of the agreement (the "Rights-Holder Agreement") between each Rights-Holder Member (as defined below) and Connexi Limited (organisation No 10440723) of 6 Garfield Mews, London, SW11 5GZ London EC4V 6AL("Connexi")

are binding on and between all Members in all introduced dealings with each other and with Connexi; and

apply to the services available from and to all persons using Connexi’s proprietary databases and applications whether by accessing or using the website and sub-domains of www.connexi.co or from use of any other Connexi-branded websites. 

The Connexi Rules are proprietary to and copyright © 2018 of Connexi Partnerships Limited. This version of the Connexi Rules is effective from 1st June 2018 for current users, and upon acceptance for new users. 

 

Acceptance of Connexi Rules

 
Before you can become a Member of Connexi, you must read and accept all of the terms set out in (or linked through) the Connexi Rules. 
You sign-up to the Connexi Rules by completing and returning to Connexi all the information we need from you through the online "Rights-Holder Member Sign-up" or "Brand Member Sign-up" procedure on the Connexi website.
Please note:

when you check the box marked "I Agree/Acceptance of the Connexi Rules" (or equivalent) and click on the button marked "submit your application to Connexi", your application becomes the basis of your legally binding Rights-Holder Agreement with Connexi, subject only to Connexi’s approval of the application; 

each time that as a Rights-Holder you request details of a Brand which is interested in discussing one of your proposals with you, you will have to reconfirm that the Connexi Rules apply to any transaction that results from the introduction; and 

when you enter into a Rights-Holder Agreement with Connexi, you agree that any changes to the Connexi Rules will also apply to you. Please make sure that you regularly check the current version of the Connexi Rules which will be available through the Connexi website at www.connexi.co. 

 

What is the Connexi Platform?

 
ALL MEMBERS BY AGREEING TO THE CONNEXI RULES ACKNOWLEDGE AND ACCEPT THAT:

the Connexi Platform is a commercial introduction and showcasing solution which (in summary) provides Rights-Holders with a flexible method of posting their proposals to work with potential brand sponsors and other interested parties ("Brands" or "Brand Members");  

Connexi’s involvement with introduced dealings between Rights-Holders and Brands is strictly limited to the facilitation, management, processing, supervision and administration of transactions as the provider of the Connexi Platform; 

Connexi does not make any financial or other analysis of a Brand or a Rights-Holder, does not give any advice or express or implied warranties as to the merits or risks to which any parties are or may be exposed when offering, considering or making agreements or otherwise entering into transactions through the Connexi Platform; 

Connexi does not guarantee payment by any parties to any other parties, whether by Brands who commit to sponsor or support any Rights-Holders or any other linked payments or arrangements; and

Connexi is not a broker, manager or transactional adviser and the rights and duties owed by Connexi to the Member are only those set out or referred to in the Connexi Rules and not the rights, duties or obligations of a broker, manager or transactional adviser towards its client.

 

Confidentiality

 
All information submitted to Connexi as part of the membership application process:
 
(a) will only be used to evaluate whether you are eligible to be a Member and given access to the Connexi platform; and
 
(b) will be kept confidential and secure once it reaches our server and will not be disclosed to any third party for any purpose other than for the purposes of evaluating your application or facilitating transactions made by you. 
 
To the extent that we receive personal information from you, this will be dealt with according to the applicable laws and regulations with respect to data protection. 
 
In the context of seeking sponsorship or other arrangements in your organisation, you agree that Connexi may share information about you with a Brand Member which indicates through us that it is interested in your proposal and potentially in implementing a sponsorship or other transaction with you.
 
As a Member, you undertake that you will not at any time after the date of your Rights-Holder Agreement use, divulge or communicate to any person (except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority) any confidential information (defined below), and will use your reasonable endeavours to prevent the publication or disclosure of any confidential information, and will only use such confidential information for the purposes of proposing, considering or making transactions through the Connexi Platform.

 

Warning – Revocation of Membership

 
Connexi may exercise the right to cancel your Member’s rights if any one of a number of breaches of your Member’s duties and obligations is suspected, imminent or shown to have occurred. 
Cancellation would prevent you accessing the Connexi Platform, securing further interest and sponsorship/support from Brand Members or exploring further transactions through the Connexi Platform. 

 

1. Definitions

 
1.1. Defined terms: The following special terms are used in the Rights-Holder Agreement:
 
"account" means a virtual account of your activity and transactions involving the Connexi platform managed by us.
 
"Brand Member" (or "Brand") means a person who has become a member of the Connexi community by accepting the terms of the applicable Brand Agreement and other Connexi Documents to access and use the facilities of the Connexi platform.
 
"confidential information" means all information in any form (including in written, oral, visual or electronic form) relating to a Rights-Holder Member or a Brand Member or its business that is directly or indirectly disclosed after the date you become a Member to another Member in a proposal on the Connexi platform by the relevant Rights-Holder Member or any person acting on that Rights-Holder’s behalf, or which comes to a Member’s attention in connection with his assessment or investigation of the Rights-Holder, its business or the business/transaction  opportunity (that being the sole purpose for which you are permitted to use the information). It does not include information that is public knowledge or was known to the Member before he viewed the proposal, or which he can show, to Connexi’s reasonable satisfaction, he found out by legitimate means from a source not connected with the relevant Rights-Holder. 
 
"Connexi charges" (or "charges") means the charges which Connexi is entitled to apply in respect of access to and use of the Connexi platform as published from time to time.
 
"Connexi", "we", "us" and similar terms means Connexi or, where we have assigned our business or our rights under the Connexi documents, the person to whom we have assigned them.
 
"Connexi Documents" means your Rights-Holder Agreement, the Connexi web-site/platform rules and the Connexi charges schedule as published from time to time, our brochure(s) providing information on our services, your member application form and any other document published by us and delivered or made available to you, to the extent any of them are expressed to contain terms and conditions of our relationship with you in each case as amended
 
"introduced dealing" means any contract, agreement, licensing, transaction, financial contribution or facility, provision of services ‘in kind’ or other arrangement whatsoever (whether recorded in a contract or not) put in place between a Rights-Holder Member and a Brand Member (or the affiliates of either of them) as a result of an introduction between the parties through Connexi’s web-site or other resources and services provided by Connexi;
 
"proposal" means all information – in writing, figures, graphics, video or audio – about a Rights-Holder’s aims or requirements which is posted to the platform as the basis for a sponsorship or other transaction with a Brand introduced through the Connexi platform; 
 
"Rights-Holder Member" means an organisation which has become a member of the Connexi community by accepting the terms of the Connexi Documents applicable to it to access and use the facilities of the Connexi platform;
 
"transactions" include any form of agreement or arrangement, by whatever name, whether documented or not, which has the effect of transferring financial or other value from one party to the other (including the affiliates of both parties) and which can be reasonably considered to have arisen or been implemented in connection with a proposal by the Rights-Holder Member on the Connexi Platform, and "transaction documents" means any transaction agreement or other contracts or records used to implement the transaction. 
 
"you" means you as a Rights-Holder Member as identified in Connexi’s records and through your account, and "your" shall have the corresponding meaning.
 

1.2. Interpretation

 
Any reference in the Connexi Rules to: -
 
(i) "including" will not be construed as limiting the generality of the words preceding it;
 
(ii) the Rights-Holder Agreement and to any provisions of it or to any other Connexi document shall be construed as references to them in force for the time being and as amended, varied, supplemented, restated, substituted or novated from time to time; and
 
(iii) a person is to be construed to include references to a corporation, firm, organisation, partnership, joint venture, unincorporated body of persons, individual or any state or any agency of a state, whether or not a separate legal entity, and includes that person's assignees or transferees or successors in title, whether direct or indirect.
 
(iv) Clause headings are for ease of reference only and are not to affect the interpretation of the Rights-Holder Agreement.

 

2. Important preliminary matters

 
2.1. Connexi is not an agent for or authorised representative of any Member using the Connxi Platform.
 
2.2. Provided that your application is approved by Connexi your membership and account will open when you accept the Rights-Holder Agreement and we have received any required identity verification documents or other information that we may reasonably require or that is mandatory by law.
 
2.3. We will not accept you as a member or open an account where the information you have supplied is (in our opinion) insufficient. 
 
2.4. We reserve the right to refuse any application for membership without giving reasons for doing so.
 
2.5. WE DO NOT PROVIDE ADVICE WITH RESPECT TO ANY ASPECT OF TRANSACTIONS INITIATED FROM AN INTRODUCTION MADE THROUGH THE CONNEXI PLATFORM, OTHER THAN ADVICE ON THE TECHNICAL USE OF THE CONNEXI PLATFORM. THIS MEANS, AMONG OTHER THINGS, THAT WE CANNOT GIVE YOU ANY FINANCIAL, COMMERCIAL, LEGAL, TAXATION OR OTHER ADVICE IN CONNECTION WITH YOUR PROPOSAL OR ANY SPONSORSHIP OR OTHER TRANSACTIONS YOU OFFER THROUGH THE CONNEXI PLATFORM. 

 

3. Basis of our relationship/Risk Warning

 
3.1. In our relationship with you as a Rights-Holder Member Connexi will be entitled to assume:
 
3.1.1. your nominated lead contact person (by whatever title he/she may be known) has all necessary authority to take any and all decisions on behalf of the Rights-Holder with regard to proposals and transactions; and
 
3.1.2. both individually and collectively the directors, lead contact and other staff of the Rights-Holder possess sufficient expertise in and experience of sponsorship transactions, understand any risks involved, and are capable of making all decisions regarding their proposals and transactions.

 

4. Communications 

 
4.1. Your interactions with us and with other Connexi members will take place through the Connexi platform. 
 
4.2. Members must use the Connexi platform for all communications concerned with your proposals, with Brands that (through Connexi) may have indicated a wish to enter into more detailed discussions with you after having seen your proposal, in relation to proposing, negotiating and making transactions, and keeping Connexi informed about the progress of a proposed transaction. 
 
4.3. Your username and password are the methods used by us to identify you and so you must keep them secure at all times. Your username and password are personal to you and are not transferable. 
 
4.4. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached. If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the Connexi platform until measures have been taken to verify your identity. 
 
4.5. After you first log onto the Connexi platform, you will be asked to complete a profile of your organisation as a Rights-Holder. The profile will be open to all other Brand members so that they can identify and interact with you, unless you give Connexi full details of any Brands you would prefer to exclude from access to your profile and proposals ("restricted viewers"). You must complete the profile truthfully, and it is your responsibility to keep the information in your profile up to date.
 
4.6. As a member you are solely responsible for the content of any material (such your proposals or answers to questions on your proposal by an interested Brand) you post on the Connexi platform. You may not post, transmit or share information on the Connexi platform that you do not own or have permission to post. You give Connexi an unrestricted licence to publish, duplicate and use for the purposes of Connexi’s business all information and material which you post, transmit or share (or cause to be posted) on the Connexi platform. You agree to indemnify and hold harmless each other Connexi member and Connexi from and against any loss, damages or costs arising from or in connection with any content you post on the Connexi platform. 
 
4.7. As a member you are solely responsible for your interactions with other Connexi members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Connexi members. 
 
4.8. We may (in our absolute discretion) decline to allow all or any part of a proposal to be published on the Connexi platform or to process or pass on to any other member any communication, or having processed it, refuse to act on it without informing you of our reasons for doing so or accepting responsibility for any loss you may incur through our actions. 
 
4.9. In addition to the information set out in your Rights-Holder profile and your proposals, Connexi may post information on the Connexi platform about the benefits generally of sponsorship and similar transactions, ‘case-study’ collaborations between Rights-Holders and Brands, or other matters that we believe may be relevant or of interest to members. We cannot assure you that this additional information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not. 

 

5. Process for engaging with Brands

 
5.1. As a Rights-Holder Member, you have the opportunity to post one or more proposals through the Connexi platform outlining to Brand Members the opportunities you are willing to make available for sponsoring, supporting or otherwise working with your organisation. 
 
5.2. The arrangements and processes under which Brand Members have access to and respond to proposals, can indicate interest through Connexi in discussing a proposal with you, and may then conclude a transaction are set out in the Connexi Rules dealing with Brands. 
 
5.3. In agreeing to their terms of membership, Connexi Brand Members are required to expressly agree to (i) respond to proposals and (ii) discuss and make transactions only through the Connexi Platform or in a such other manner that all progress is reported to Connexi. 

 

6. The Proposal Process

 
6.1. In order to create relationships with Brands through the Connexi platform you will need to follow the process set out in the "Post your Proposal" section of the Connexi site. 
 
6.2. You will also be able to give information about the type(s) of sponsoring, support or other arrangements you want to establish, and what opportunities your organisation is able to offer the Brand(s) in exchange. 
 
6.3. Rights-Holder Members should be aware that the information they provide in a proposal will be accessed and viewed by many Brand Members. Connexi is not obliged to provide you with any information about who has viewed your proposal. Connexi cannot give any assurance that information contained within a proposal will not be used by other Members or third parties for their own benefit, and Connexi will not be responsible for any such actions or use.
 
6.4. Your proposal will stay active for the period of time fixed when it is first posted to the platform, although this period may be extended at the discretion of Connexi. 

 

7. Brand contacts, proposals and completion of transactions. 

 
7.1. Unless you have notified us to designate certain Brands as restricted viewers, all Brand members will have access to view your proposal(s).
 
7.2. If a Brand is interested in your proposal, the Brand must first contact Connexi to initiate further discussion with you. At that stage the Brand may or may not also set out an indication of the sort of transaction it may be willing to discuss with you (the Brand’s "offer(s)").
 
7.3. Connexi will notify you (normally by email or on the "your dashboard" section of the platform) when a Brand further discussion with you about your proposal. 
 
7.4. If you want to accept the discussion with the Brand, you must click the ‘I agree" button (on the notifying email or on the dashboard) and this will create a binding contract between you and Connexi on the basis of which you will have agreed to pay Connexi the fees (in accordance with clause 9) for any transaction concluded with that Brand.
 
7.5. You are under no obligation to enter into discussion with a Brand, and if you decline through Connexi, we will inform the Brand accordingly. It is entirely up to you and the Brand(s) with whom you are in discussion how to progress the proposals and negotiate any transactions. However you have an obligation to keep Connexi informed of the progress of your discussions on Brand proposals, negotiations and the conclusion of any transactions. After completion of any introduced dealing/ transaction through Connexi the Rights-Holder must immediately notify Connexi of the details of the transaction(s).
 
7.6. You or the Brand with which you are in discussion may decide to terminate discussions and the proposed transaction at any point before reaching a binding agreement, for any reason. Connexi will not be liable to any member for any loss, damages or costs arising from a decision to terminate discussions or a proposed transaction. 
 
7.7. Connexi is not involved in transactions between you as a Rights-Holder and the Brand(s) with which you make transactions. It is your responsibility to comply with the terms of your transactions and meet your related legal requirements.
 
7.8. Connexi will not be liable where any party to a transaction fails to meet its liabilities as described in this section.
 
7.9. Brand members must not contact you directly. You should inform Connexi if you receive any initial contact from a Brand otherwise than through Connexi.

 

8. Your Connexi Dashboard

 
8.1. We will make information about the status of your proposals accessible through the ‘my dashboard’ section of the platform. 
 
8.2. Other Members will not have (and you should not give them) access to your Connexi dashboard.

 

9. Connexi Charges (Rights-Holder Members)

 
9.1. Rights-Holder Members are required to pay to Connexi a fee for successful sponsorship, support or other types of introduced dealings made on or through the Connexi site, and the related use of Connexi’s services. 
 
9.2. On the closing of an introduced dealing/transaction, Connexi becomes entitled to submit its invoice for our charges, and it is your unconditional obligation to pay the charges according to the terms of your Rights-Holder Agreement.
 
9.3. Our charges are a percentage of the value of the transaction you make with a Brand introduced through the Connexi platform. 
  • 10 % up to £1m
  • 5% between £1m - £5m
  • 2.5% above £5m
9.4. The fee rates are as set out in the current applicable charges schedule, which is available from Connexi at any time. Connexi may vary the rate of such charges or introduce additional charges payable by Rights-Holder Members. 

 

10. Connexi’s liability

 
10.1. Connexi will not be liable to you for any indirect, consequential, or special loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time, loss of reputation, depletion of goodwill or loss, damage or corruption of data. 
 
10.2. Connexi is not responsible for any loss or damage resulting from any member or other person failing to arrange for a transaction to be made with or by any other member.

 

11. Termination or suspension of Connexi Membership

 
11.1. Termination by You. If you no longer wish to be a Connexi member, you may terminate your membership at any time by notifying us in writing.
 
11.2. Termination by Connexi. We may terminate your Connexi membership at any time and for any reason or no reason. In the event that we do so, we will notify you of such termination by e-mail. 
 
11.3. Termination for misuse or conduct:  Connexi may terminate your access to the Connexi platform in circumstances where you have (or Connexi has reasonable grounds to suspect such to be the case) misused, attempted to misuse or otherwise demonstrated conduct which is in breach of the terms set out in the Connexi documents or is (in Connexi’s opinion) otherwise incompatible with the proper, orderly operation of the Connexi platform or with applicable laws.  
 
11.4. Consequences of Termination. If your Connexi membership is terminated or is suspended your access to the Connexi platform will be terminated and you will no longer be able to post proposals or make transactions through the platform. Despite the termination, you will remain responsible for observing the terms of membership concerning confidentiality of information acquired during your membership.

 

12. Non-solicitation & Exclusivity

 
12.1. Connexi’s relationship with Members is based on mutual trust and respect for the legitimate business interests of all participants in the Connexi Platform. For their part, Brand Members and Rights-Holder Members are expected to recognise Connexi’s substantial investment in the Connexi Platform and respect its legitimate interest to see a return on the provision of a valuable connection resource. 
 
12.2. Under the Connexi Rules, Members are not permitted to contact other Members (except via Connexi) with a view to:
 
12.2.1. arranging a transaction with a Rights-Holder which has an active proposal to take place outside the Connexi Platform at any time during and for 365 days after the end of an active proposal;
 
12.2.2. cancelling an active proposal in connection with an attempt or proposal to make or arrange a transaction between the relevant Rights-Holder and a Brand Member who has become aware of the Rights-Holder or transaction opportunity through the Connexi Platform;
 
12.2.3. during and for 365 days after the end of an active proposal, using information about the Rights-Holder or its business in the context of plans, proposals or conduct reasonably suggesting the intention to extend alternative sponsorship arrangements ("ASA Facilities") to the Rights-Holder.
 
12.3. If any Rights-Holder Member, or persons reasonably considered by Connexi to be affiliated or connected with a Rights-Holder Member (the "Contracting Rights-Holder") at any time during the period while it continues to be a Member and for one year afterwards, contracts or otherwise enters directly or indirectly into arrangements with any other continuing Member (or any person, firm, organisation or organisation which had been a Member within 6 months of the date on which the Contracting Rights-Holder’s membership ended or was terminated) for those persons to provide ASA Facilities to the Contracting Rights-Holder or any of its affiliates or subsidiaries, THEN the Contracting Rights-Holder will be liable to pay to Connexi a fee at the rates then applicable as described in clause 9, based on Connexi’s reasonable view as to the value of the ASA Facilities. Any such introduction fee must be paid to Connexi within seven days of the completion of such ASA Facilities. 
 
12.4. If Connexi reasonably considers that any Members have concluded transactions, or conducted substantial negotiations relating to potential transactions, outside the Connexi Platform in breach of the Connexi Rules and the restrictions in this clause, Connexi will be entitled to cancel the membership of any or all such Members and refuse to provide any other information relating to the previous use by such persons of the Connexi Platform. 

 

13. Conflicts of Interest: 

 
13.1. Connexi’s aim in providing the Connexi platform is to avoid situations where our interests might conflict with those of members. However, we cannot entirely exclude the possibility that conflicts of interest may arise. 

 

14. Assignment, Transfer and Delegation

 
14.1. Connexi may assign, transfer or delegate any of our obligations or rights under the Connexi documents to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the Connexi platform to any person to whom we assign, transfer or delegate our obligations or rights.
 
14.2. Connexi may appoint a third party to act in respect of any function relevant to the administration of Connexi’s site and services, but we will first satisfy ourselves that any such third party is reasonably competent to carry out such functions. 
 
14.3. Your Connexi membership is personal to you, and therefore none of your rights or obligations in connection with your Connexi membership or your activities on the Connexi platform can be assigned, transferred or delegated to any other person. Any attempt to, transfer assign or delegate any of your rights or obligations would have no legal effect. 

 

15. Miscellaneous

 
15.1. Notices (Connexi): Any formal legal notice or other formal communication to be given to you by us under or in relation to the Connexi documents ("notice") will be sent in writing to the email address stated on your application form or such address as you may subsequently specify by notice in writing to us. Any notice shall be deemed to have been received by you, 2 days after we send it to you, whether by email or other means. 
 
15.2. Notices (member): All notices given by you to Connexi under the Connexi documents must be in writing and delivered or sent by email, or post to Connexi at its registered office, or such other address as we may specify.
 
15.3. Whole agreement: Except where applicable law states otherwise, the terms and conditions of this Connexi shall be limited to those terms and conditions set out in the Connexi Documents. No other terms and conditions shall apply. 
 
15.4. Amendments We may amend these terms and conditions (including changes to applicable charges) from time to time. We will give you at least 14 days’ notice of changes.  

 

16. English Law

 
Our contract with you as set out in the Connexi documents is governed by English Law and is subject to the jurisdiction of the English Courts.
 
This is version 1.02 of Connexi’s Terms of Business for Rights-Holders 
 
Release date: 1 June 2018
 
© 2018 CONNEXI PARTNERSHIPS LIMITED
 
 

 

 

CONNEXI TERMS OF BUSINESS FOR BRANDS/AGENCIES

 

Introduction

 
Welcome to Connexi ("Connexi"). These terms of business (the "Connexi Rules" or "Connexi Rules"): 
 
(iv) form part of the agreement (the "Brand Agreement") between each Brand Member (as defined below) and Connexi Limited (organisation No 10440723) of 6 Garfield Mews, London, SW11 5GZ London EC4V 6AL("Connexi")
 
(v) are binding on and between all Members in all introduced dealings with each other and with Connexi; and
 
(vi) apply to the services available from and to all persons using Connexi’s proprietary databases and applications whether by accessing or using the website and sub-domains of www.connexi.co or from use of any other Connexi-branded websites. 
 
The Connexi Rules are proprietary to and copyright © 2018 of Connexi Partnerships Limited. This version of the Connexi Rules is effective from 1st June 2018 for current users, and upon acceptance for new users. 

 

Acceptance of Connexi Rules

 
Before you can become a Member of Connexi, you must read and accept all of the terms set out in (or linked through) the Connexi Rules. 
 
You sign-up to the Connexi Rules by completing and returning to Connexi all the information we need from you through the online "Brand Member Sign-up" procedure on the Connexi website.

Please note:

 
(i) when you check the box marked "I Agree/Acceptance of the Connexi Rules" (or equivalent) and click on the button marked "submit your application to Connexi", your application becomes the basis of your legally binding Brand Agreement with Connexi, subject only to Connexi’s approval of the application; and
 
(ii) when you enter into a Brand Agreement with Connexi, you agree that any changes to the Connexi Rules will also apply to you. Please make sure that you regularly check the current version of the Connexi Rules which will be available through the Connexi website at www.connexi.co. 

 

What is the Connexi Platform?

 
ALL MEMBERS BY AGREEING TO THE CONNEXI RULES ACKNOWLEDGE AND ACCEPT THAT:
 
a) the Connexi Platform is a commercial introduction and showcasing solution which (in summary) provides successful, nationally and internationally recognised organisations ("Rights-Holders") that control respected and commercially valuable names, events, channels and other rights, with a flexible method of posting their proposals to work with potential brand sponsors, agencies representing brands, and other interested parties ("Brands" or "Brand Members");  
 
b) Connexi’s involvement with introduced dealings between Rights-Holders and Brands is strictly limited to the facilitation, management, processing, supervision and administration of transactions as the provider of the Connexi Platform; 
 
c) Connexi does not make any financial or other analysis of a Brand or a Rights-Holder, does not give any advice or express or implied warranties as to the merits or risks to which any parties are or may be exposed when offering, considering or making agreements or otherwise entering into transactions through the Connexi Platform; and
 
d) Connexi is not a broker, manager or transactional adviser and the rights and duties owed by Connexi to the Member are only those set out or referred to in the Connexi Rules and not the rights, duties or obligations of a broker, manager or transactional adviser towards its client.

 

Confidentiality

 
All information submitted to Connexi as part of the membership application process:
 
(a) will only be used to evaluate whether you are eligible to be a Member and given access to the Connexi platform; and
 
(b) will be kept confidential and secure once it reaches our server and will not be disclosed to any third party for any purpose other than for the purposes of evaluating your application or facilitating transactions made by you. 
 
To the extent that we receive personal information from you, this will be dealt with according to the applicable laws and regulations with respect to data protection. 
 
In the context of offering sponsorship or other arrangements from your company/organisation, you agree that Connexi may share information about you with a Rights-Holder where you have told us that you are interested in their proposal.
 
As a Member, you undertake that you will not at any time after the date of your Brand Agreement use, divulge or communicate to any person (except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority) any confidential information (defined below), and will use your reasonable endeavours to prevent the publication or disclosure of any confidential information, and will only use such confidential information for the purposes of proposing, considering or making transactions through the Connexi Platform.
 
Warning – Revocation of Membership
 
Connexi may exercise the right to cancel your Member’s rights if any one of a number of breaches of your Member’s duties and obligations is suspected, imminent or shown to have occurred. 
 
Cancellation would prevent you accessing the Connexi Platform, securing further interest and sponsorship/support from Brand Members or exploring further transactions through the Connexi Platform. 

 

17. Definitions

 
17.1. Defined terms: The following special terms are used in the Brand Agreement:
 
"account" means a virtual account of your activity and transactions involving the Connexi platform managed by us.
 
"Brand Member" (or "Brand") means a person who has become a member of the Connexi community by accepting the terms of the applicable Brand Agreement and other Connexi Documents to access and use the facilities of the Connexi platform.
 
"confidential information" means all information in any form (including in written, oral, visual or electronic form) relating to a Rights-Holder Member or a Brand Member or its business that is directly or indirectly disclosed after the date you become a Member to another Member in a proposal on the Connexi platform by the relevant Rights-Holder Member or any person acting on that Rights-Holder’s behalf, or which comes to a Member’s attention in connection with his assessment or investigation of the Rights-Holder, its business or the business/transaction  opportunity (that being the sole purpose for which you are permitted to use the information). It does not include information that is public knowledge or was known to the Member before he viewed the proposal, or which he can show, to Connexi’s reasonable satisfaction, he found out by legitimate means from a source not connected with the relevant Rights-Holder. 
 
"Connexi charges" (or "charges") means the charges which Connexi is entitled to apply in respect of access to and use of the Connexi platform as published from time to time.
 
"Connexi", "we", "us" and similar terms means Connexi or, where we have assigned our business or our rights under the Connexi documents, the person to whom we have assigned them.
 
"Connexi Documents" means your Brand Agreement, the Connexi web-site/platform rules and the Connexi charges schedule as published from time to time, our brochure(s) providing information on our services, your member application form and any other document published by us and delivered or made available to you, to the extent any of them are expressed to contain terms and conditions of our relationship with you in each case as amended
 
"introduced dealing" means any contract, agreement, licensing, transaction, financial contribution or facility, provision of services ‘in kind’ or other arrangement whatsoever (whether recorded in a contract or not) put in place between a Rights-Holder Member and a Brand Member (or the affiliates of either of them) as a result of an introduction between the parties through Connexi’s web-site or other resources and services provided by Connexi;
 
"proposal" means all information – in writing, figures, graphics, video or audio – about a Rights-Holder’s aims or requirements which is posted to the platform as the basis for a sponsorship or other transaction with a Brand introduced through the Connexi platform; 
 
"Rights-Holder Member" means an organisation which has become a member of the Connexi community by accepting the terms of the Connexi Documents applicable to it to access and use the facilities of the Connexi platform;
 
"transactions" include any form of agreement or arrangement, by whatever name, whether documented or not, which has the effect of transferring financial or other value from one party to the other (including the affiliates of both parties) and which can be reasonably considered to have arisen or been implemented in connection with the offer or other response by a Brand Member to a proposal by the Rights-Holder Member on the Connexi Platform, and "transaction documents" means any transaction agreement or other contracts or records used to implement the transaction. 
 
"you" means you as a Brand Member as identified in Connexi’s records and through your account, and "your" shall have the corresponding meaning.

17.2. Interpretation

Any reference in the Connexi Rules to: -
 
 (i) "including" will not be construed as limiting the generality of the words preceding it;
 
 (ii) the Brand Agreement and to any provisions of it or to any other Connexi document shall be construed as references to them in force for the time being and as amended, varied, supplemented, restated, substituted or novated from time to time; and
 
(iii) a person is to be construed to include references to a corporation, firm, organisation, partnership, joint venture, unincorporated body of persons, individual or any state or any agency of a state, whether or not a separate legal entity, and includes that person's assignees or transferees or successors in title, whether direct or indirect.
Clause headings are for ease of reference only and are not to affect the interpretation of the Brand Agreement.

 

18. Important preliminary matters

 
18.1. Connexi is not an agent for or authorised representative of any Member using the Connxi Platform.
 
18.2. Provided that your application is approved by Connexi your membership and account will open when you accept the Brand Agreement and we have received any required identity verification documents or other information that we may reasonably require or that is mandatory by law.
 
18.3. We will not accept you as a member or open an account where the information you have supplied is (in our opinion) insufficient. 
 
18.4. We reserve the right to refuse any application for membership without giving reasons for doing so.
 
18.5. WE DO NOT PROVIDE ADVICE WITH RESPECT TO ANY ASPECT OF TRANSACTIONS INITIATED FROM AN INTRODUCTION MADE THROUGH THE CONNEXI PLATFORM, OTHER THAN ADVICE ON THE TECHNICAL USE OF THE CONNEXI PLATFORM. 

 

19. Basis of our relationship/Risk Warning

 
19.1. In our relationship with you as a Brand Member Connexi will be entitled to assume:
 
19.1.1. your nominated lead contact person (by whatever title he/she may be known) has all necessary authority to take any and all decisions on behalf of the Brand with regard to offers and transactions; and
 
19.1.2. both individually and collectively the directors, lead contact and other staff of the Brand possess sufficient expertise in and experience of sponsorship transactions, understand any risks involved, and can make all decisions regarding their proposals and transactions.
 
19.2. If you are an agency representing a Brand, Connexi will be entitled to assume that you have agreed the terms of your authority from that Brand enabling you to take any and all decisions on behalf of the Brand with regard to your interactions through the Connexi platform and your communications, introductions offers and transactions.

 

20. Communications 

 
20.1. Your interactions with us and with other Connexi members will take place through the Connexi platform. 
 
20.2. Members must use the Connexi platform for all communications concerned with your contact and/or offers in response to proposals from Rights-Holders that (through Connexi) you may wish to make, as well as in relation to proposing, negotiating and making transactions, and keeping Connexi informed about the progress of a proposed transaction. 
 
20.3. Your username and password are the methods used by us to identify you and so you must keep them secure at all times. Your username and password are personal to you and are not transferable. 
 
20.4. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached. If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the Connexi platform until measures have been taken to verify your identity. 
 
20.5. After you first log onto the Connexi platform, you will be asked to complete a profile of your company/organisation as a Brand. You must complete the profile truthfully, and it is your responsibility to keep the information in your profile up to date.
 
20.6. As a member you are solely responsible for the content of any material you post on the Connexi platform. You give Connexi an unrestricted licence to publish, duplicate and use for the purposes of Connexi’s business all information and material which you post, transmit or share (or cause to be posted) on the Connexi platform. You agree to indemnify and hold harmless Connexi from and against any loss, damages or costs arising from or in connection with any content you post on the Connexi platform. 
 
20.7. As a member you are solely responsible for your interactions with other Connexi members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Connexi members. 
 
20.8. A Rights-Holder may tell Connexi that there are certain companies, organisations or Brands it wishes to exclude from access to that Rights-Holder’s profile and proposals. In addition, Connexi may (in our absolute discretion) decline to allow all or any part of a proposal to be published on the Connexi platform or to process or pass on to any other member any communication from another member, or having processed it, refuse to act on it without informing you of our reasons for doing so or accepting responsibility for any loss you may incur through our actions. 
 
20.9. Connexi may post information on the Connexi platform about the benefits generally of sponsorship and similar transactions, ‘case-study’ collaborations between Rights-Holders and Brands, or other matters that we believe may be relevant or of interest to members. 

 

21. Process for engaging with Rights-Holders 

 
21.1. As a Brand Member, you have the opportunity to ask us, through the Connexi platform, to tell a specific Rights-Holder that you are interested in discussing with them your offer for sponsoring, supporting or otherwise working with the Rights-Holder in response to their proposal. 
 
21.2. Unless and until the Rights-Holder gives its agreement through Connexi to engage with you as Brand regarding your offer in connection with their proposal, Connexi will not identify you to the Rights-Holder. The processes under which Rights-Holders may agree to engage with you in such discussions and may then conclude a transaction are set out in the Connexi Rules dealing with Rights-Holders. 
 
21.3. In agreeing to their terms of membership, Connexi Rights-Holders Members are required to expressly agree to discuss and make transactions only through the Connexi Platform or in a such other manner that all progress is reported to Connexi. 
 
21.4. Rights-Holders are under no obligation to enter into discussion with a Brand, and if they decline through Connexi, we will inform you, the Brand, accordingly. 
 
21.5. It is entirely up to you and the Brand(s) with whom you are in discussion how to progress the proposals and negotiate any transactions. However, you have an obligation to keep Connexi informed of the progress of your discussions and the conclusion of any transactions. 
 
21.6. After completion of any introduced dealing/ transaction through Connexi the Rights-Holder must immediately notify Connexi of the details of the transaction(s).
 
21.7. You or the Rights-Holders with which you are in discussion may decide to terminate discussions and the proposed transaction at any point before reaching a binding agreement, for any reason. Connexi will not be liable to any member for any loss, damages or costs arising from a decision to terminate discussions or a proposed transaction. 
 
21.8. Connexi does not become a legal party to any transactions between you as a Brand with a Rights-Holder. It is your responsibility to comply with the terms of your transactions and meet your related legal requirements. Connexi will not be liable where any party to a transaction fails to meet its liabilities as described in this section.
 
21.9. Brand members must not contact Rights-Holders directly. Rights-Holders must inform Connexi if they receive any initial contact from a Brand otherwise than through Connexi.

 

22. Connexi Charges

 
22.1. Rights-Holders are required to pay to Connexi a fee for successful sponsorship, support or other types of introduced dealings made on or through the Connexi site, and the related use of Connexi’s services. 
 
22.2. There are no charges payable by you as a Brand/agency for access to and use of the Connexi platform.

 

23. Connexi’s liability

 
23.1. Connexi will not be liable to you for any indirect, consequential, or special loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time, loss of reputation, depletion of goodwill or loss, damage or corruption of data. 
 
23.2. Connexi is not responsible for any loss or damage resulting from any member or other person failing to arrange for a transaction to be made with or by any other member.

 

24. Termination or suspension of Connexi Membership

 
24.1. Termination by You. If you no longer wish to be a Connexi member, you may terminate your membership at any time by notifying us in writing.
 
24.2. Termination by Connexi. We may terminate your Connexi membership at any time and for any reason or no reason. In the event that we do so, we will notify you of such termination by e-mail. 
 
24.3. Termination for misuse or conduct:  Connexi may terminate your access to the Connexi platform in circumstances where you have (or Connexi has reasonable grounds to suspect such to be the case) misused, attempted to misuse or otherwise demonstrated conduct which is in breach of the terms set out in the Connexi documents or is (in Connexi’s opinion) otherwise incompatible with the proper, orderly operation of the Connexi platform or with applicable laws.  
 
24.4. Consequences of Termination. If your Connexi membership is terminated or is suspended your access to the Connexi platform will be terminated and you will no longer be able to view proposals or make transactions through the platform. Despite the termination, you will remain responsible for observing the terms of membership concerning confidentiality of information acquired during your membership.

 

25. Non-solicitation & Exclusivity

 
25.1. Connexi’s relationship with Members is based on mutual trust and respect for the legitimate business interests of all participants in the Connexi Platform. For their part, Brand Members and Rights-Holder Members are expected to recognise Connexi’s substantial investment in the Connexi Platform and respect its legitimate interest to see a return on the provision of a valuable connection resource. 
 
25.2. If Connexi reasonably considers that any Members have concluded transactions, or conducted substantial negotiations relating to potential transactions, outside the Connexi Platform in breach of the Connexi Rules and the restrictions in this clause, Connexi will be entitled to cancel the membership of any or all such Members and refuse to provide any other information relating to the previous use by such persons of the Connexi Platform. 

 

26. Conflicts of Interest: 

 
26.1. Connexi’s aim in providing the Connexi platform is to avoid situations where our interests might conflict with those of members. However, we cannot entirely exclude the possibility that conflicts of interest may arise. 

 

27. Assignment, Transfer and Delegation

 
27.1. Connexi may assign, transfer or delegate any of our obligations or rights under the Connexi documents to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the Connexi platform to any person to whom we assign, transfer or delegate our obligations or rights.
 
27.2. Connexi may appoint a third party to act in respect of any function relevant to the administration of Connexi’s site and services, but we will first satisfy ourselves that any such third party is reasonably competent to carry out such functions. 
 
27.3. Your Connexi membership is personal to you, and therefore none of your rights or obligations in connection with your Connexi membership or your activities on the Connexi platform can be assigned, transferred or delegated to any other person. Any attempt to, transfer assign or delegate any of your rights or obligations would have no legal effect. 

 

28. Miscellaneous

 
28.1. Notices (Connexi): Any formal legal notice or other formal communication to be given to you by us under or in relation to the Connexi documents ("notice") will be sent in writing to the email address stated on your application form or such address as you may subsequently specify by notice in writing to us. Any notice shall be deemed to have been received by you, 2 days after we send it to you, whether by email or other means. 
 
28.2. Notices (member): All notices given by you to Connexi under the Connexi documents must be in writing and delivered or sent by email, or post to Connexi at its registered office, or such other address as we may specify.
 
28.3. Whole agreement: Except where applicable law states otherwise, the terms and conditions of this Connexi shall be limited to those terms and conditions set out in the Connexi Documents. No other terms and conditions shall apply. 
 
28.4. Amendments We may amend these terms and conditions (including changes to applicable charges) from time to time. We will give you at least 14 days’ notice of changes.  

 

29. English Law

 
Our contract with you as set out in the Connexi documents is governed by English Law and is subject to the jurisdiction of the English Courts.
 
This is version 2.01 of Connexi’s Terms of Business for Brands/Agencies
 
Release date: 1 July 2018
 
© 2018 CONNEXI PARTNERSHIPS LIMITED