Common use of Liability of the Investment Manager Clause in Contracts

Liability of the Investment Manager. 16.1. The Investment Manager will at all times act in good faith and with reasonable care and due diligence. 16.2. The Investment Manager shall not be liable for any loss to the Investor arising from any investment decision made in accordance with the investment objectives set out in the Brochure and this Agreement or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Investment Manager or of its Associates or any of their respective employees. 16.3. The Investment Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Service, other than such party which is its Associate. In particular, should the Nominee or Custodian fail to deliver any necessary documents or to account for any Investments, whilst the Investment Manager will take all reasonable steps on behalf of an Investor to recover such documents or Investments, the Investment Manager shall not be liable for such failure. 16.4. In the event of any failure, interruption or delay in the performance of the Investment Manager’s obligations resulting from acts, events or circumstances not reasonably within its control, including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems, acts of war, terrorism, civil unrest, natural disaster or pandemic, the Investment Manager shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by the Investor. 16.5. The Investment Manager accepts no responsibility for any loss of tax benefits that an Investor may suffer as a result of transactions carried out for an Investor’s Portfolio. In addition, the Investment Manager shall not be liable for any loss or damage caused by any changes in law or HMRC practice or where information provided by the Investor or Financial Intermediary was untrue, inaccurate or incomplete. 16.6. The Investment Manager will assume that all Investments are new Investments requiring a full two year holding period for Business Relief and will report to the Investor on this basis. If the Investor is transferring into the Service (i.e. rollover of cash proceeds from an existing Business Relief qualifying investment) it will be the Investor’s responsibility to assess their holding period for Business Relief and whether any transfer prejudices any prior holding period and the Investment Manager accepts no responsibility in this regard. 16.7. Nothing in this Agreement will operate to exclude or restrict any party’s liability for death or personal injury caused by its negligence, or the negligence of its employees, or subcontractors or its fraud, wilful default or fraudulent misrepresentation, or any liability which cannot be limited or excluded under FSMA or the FCA Rules. 16.8. Where the Investment Manager is liable to the Investor under this Agreement, its liability shall be limited to the replacement of the assets or cash held in your Portfolio lost or foregone as an immediate result of the Investment Manager’s action or omission. The Investment Manager shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost, howsoever caused and regardless of whether or not it was foreseeable. 16.9. The Investment Manager has carried out an assessment of the suitability of the Service for the Investor (by means of relying on the Investor’s Financial Intermediary where an Investor has been advised by a Financial Intermediary), however, the Investor acknowledges that the Investment Manager has not provided him with advice about the suitability of the Service for his requirements or any advice in relation to tax. The Investment Manager does not give any representations or warranty as to the performance of the Portfolio. The Investor acknowledges that the Service will make high risk Investments, being non-readily realisable investments. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. The Investor undertakes that he has considered the suitability of the Service carefully and has noted the risk warnings set out in the Brochure.

Liability of the Investment Manager. 16.1. The Investment Manager will at all times act in good faith and with reasonable care and due diligence. 16.2. The Investment Manager shall not be liable for any loss to the Investor arising from any investment decision made in accordance with the investment Investment objectives set out in the Brochure and this Agreement Information Memorandum or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Investment Manager or of its Associates or any of their respective employees. 16.3. The Investment Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Service, other than such party which is its Associate. In particular, should the Nominee or Custodian fail to deliver any necessary documents or to account for any Investments, whilst the Investment Manager will take all reasonable steps on behalf of an Investor to recover such documents or Investments, the Investment Manager shall not be liable for such failure. 16.4. In the event of any failure, interruption or delay in the performance of the Investment Manager’s obligations resulting from acts, events or circumstances not reasonably within its control, including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems, acts of war, terrorism, civil unrest, natural disaster or pandemic, the Investment Manager shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by the Investor. 16.5. The Investment Manager accepts no responsibility for any loss of tax benefits that an Investor may suffer as a result of transactions carried out for an Investor’s Portfolio. In addition, the Investment Manager shall not be liable for any loss or damage caused by any changes in law or HMRC practice or where information provided by the Investor or Financial Intermediary was untrue, inaccurate or incomplete. 16.6. The Investment Manager will assume that all Investments are new Investments requiring a full two year holding period for Business Relief and will report to the Investor on this basis. If the Investor is transferring into the Service (i.e. rollover of cash proceeds from an existing Business Relief qualifying investment) it will be the Investor’s responsibility to assess their holding period for Business Relief and whether any transfer prejudices any prior holding period and the Investment Manager accepts no responsibility in this regard. 16.7. Nothing in this Agreement will operate to exclude or restrict any partyParty’s liability for death or personal injury caused by its negligence, or the negligence of its employees, or subcontractors or its fraud, wilful default or fraudulent misrepresentation, or any liability which cannot be limited or excluded under FSMA or the FCA Rules. 16.816.5. Where In the Investment Manager is liable to event of any failure, interruption or delay in the Investor under this Agreement, its liability shall be limited to the replacement of the assets or cash held in your Portfolio lost or foregone as an immediate result performance of the Investment Manager’s action obligations resulting from acts, events or omission. The circumstances not reasonably within its control including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems, the Investment Manager shall not be liable for or have any consequential, indirect, special, incidental, punitive responsibility of any kind to any loss or exemplary loss, liability damage thereby incurred or cost, howsoever caused and regardless of whether or not it was foreseeablesuffered by the Investor. 16.916.6. The Investment Manager has carried out an assessment of the suitability of the Service for the Investor (by means of relying on the Investor’s Financial Intermediary where an Investor has been and/or Financial Adviser having advised by a Financial Intermediarythe client), however. However, the Investor acknowledges that the Investment Manager has not provided him with advice about the suitability of the Service for his requirements or any advice in relation to tax. The Investment Manager does not give any representations or warranty as to the performance of the Portfolio. The Investor acknowledges that the Service will make high risk Investments, being non-readily realisable investments. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. The Investor undertakes that he has considered the suitability of the Service investment in Qualifying Companies carefully and has noted the risk warnings set out in the BrochureInformation Memorandum.