AI Seed Legal Policy

 

This legal and regulatory notice is issued by Hut 8 Management Ltd trading as AI Seed (“AI Seed”) and applies to the entire contents of the website under the domain www.aiseed.co (the “Website”).

Company Information

AI Seed is an investment advisory firm whose registered office is at 69 Wilson Street, London, EC2A 2BB, United Kingdom and registered in England and Wales under company number 10693873. AI Seed is an Appointed Representative of SFC Capital Partners Ltd, which is authorised and regulated in the UK by the Financial Conduct Authority (“FCA”), Firm Reference Number 736284, and AI Seed’s Firm Reference Number is 780009.

Legal Disclaimer

AI Seed provides the Website for the purpose of general information purposes only and the information and materials contained therein should not be relied upon as a substitute for financial or other professional advice. Nothing on this Website constitutes: (i) an offer, advice, invitation or solicitation by AI Seed or its affiliates to buy or sell any investments or securities, futures, options or other financial instruments; (ii) an invitation or inducement to engage in investment activity or a financial promotion of any kind; or (iii) investment advice or recommendation.

AI Seed makes no representation or warranties of any kind with respect to the Website or the information and materials contained therein and disclaims all such representations and warranties including, without limitation, representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and materials published in the Website.  AI Seed may make changes to the material on the Website at any time without notice and is under no obligation to update the Website nor to notify users of any changes to the Website at any time.

Neither AI Seed nor any of its subsidiaries, directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of this Website.  This limitation of liability applies to all damages of any kind, including without limitation: compensatory; direct; indirect or consequential damages; loss of data; loss of income or profit; loss of or damages to property; and claims of third parties.

Regulatory Notice

Please read the information set out below.  Potential investors in the fund or discretionary investment management service managed or advised by AI Seed (“AI Seed Fund”) should consult their financial adviser before investing in the AI Seed Fund.  Potential investors should also fully consider the available information, including, but not limited to the Information Memorandum in respect of the AI Seed Fund, together with the risk warnings set out below.  More detailed risk warnings are contained in the Information Memorandum relating to the AI Seed Fund.

The AI Seed Fund is reserved for experienced investors and institutions and may not be suitable for all investors.  The Website is exempt from the financial promotion restriction in Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) on the basis that it is addressed only to persons falling within one or more of the following exemptions:

  1. investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”);
  2. the director, officer or employee of a person falling under 1 above, where such individual is responsible for that person’s investment activities and is approached in such capacity;
  3. any certified high net worth individual, as defined in Article 48 of the FPO, being a person whom AI Seed reasonably believes has signed a statement complying with Part I of Schedule 5 of the FP Order to the effect that in the financial year to 5 April 2011 he or she had:

(a)    an annual gross income to the value of £100,000 or more; or

(b)    net assets (subject to exclusions for his/her principal home and mortgage thereon, and certain life insurances and pension products specified in the FPO) to the value of £250,000 or more.

  1. a self-certified sophisticated investor, as defined in Article 50A of the FPO, being a person whom the Company reasonably believes to have made within the past 12 months a statement complying with Part II of Schedule 5 of the FPO indicating that one of the following conditions applies to him:

(a) he has been a member of a network or syndicate of business angels for at least the six months prior to the date on which the above statement was signed; or

(b) he has made more than one investment in an unlisted company in the two years prior to the date on which the above statement was signed; or

(c) he is working, or has worked in the two years prior to the date on which the above statement was signed, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; or

(d) he is currently, or has been in the two years prior to the date on which the above statement was signed, a director of a company with an annual turnover of at least £1 million.

Any viewer of this Website and/or any recipient of an Information Memorandum relating to the AI Seed Fund to whom Articles 48 or 50A of the FPO applies and is in any doubt about the investment to which this Information Memorandum relates should consult a person authorised by the FSA specialising in advising on unquoted shares.   An investment in the AI Seed Fund may not be suitable for all recipients of the Information Memorandum.   All prospective investors should consider carefully whether an investment in the AI Seed Fund is suitable for them in the light of their personal circumstances and the financial resources available to them.

The distribution of Information Memorandum relating to the AI Seed Fund to any person in the United Kingdom not falling within one of the above categories is not permitted by AI Seed and may contravene FSMA. No person falling outside those categories should treat this Website and/or and Information Memorandum relating to the AI Seed Fund as constituting a promotion to him, or act on it for any purpose whatever. If you fall outside those categories above you should not view this Website and should close your browser window immediately.

This Website and/or any Information Memorandum relating to the AI Seed Fund is only intended for release in the United Kingdom and does not constitute an offer, or the solicitation of an offer, in any jurisdiction in which such offer or solicitation is unlawful.  It is the responsibility of any person outside the United Kingdom wishing to make an application to invest in the AI Seed Fund to satisfy himself as to full observance of the laws of any relevant territory in connection therewith.

Other Regulatory Disclaimers

Prospective investors should not regard the contents of this Website and/or any Information Memorandum relating to the AI Seed Fund as constituting advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers before contemplating any investment or transaction.

Investors’ money subscribed to the AI Seed Fund will be committed to investments which may be of a long term and illiquid nature.  The companies in which the AI Seed Fund invests will not be quoted on any regulated market and, accordingly, there will not be an established or ready market for any such shares and the investor may experience difficulty in realising them (for value or at all).

Privacy and Cookies Policy

Any information you provide to us will be used to administer your requirements and determine the information and documentation that we will send to you.

Occasionally we may also use your details to inform you of other features, services and products which we think you may be interested in and we may contact you by post, fax, email or telephone. To comply with the requirements of the Data Protection Act 1998, we adhere to strict security procedures and have taken all appropriate measures to ensure that no unauthorised disclosures of your details are made to a third party without your permission and unauthorised access to it is prevented.

The Advisers section of the Website is for the use of professional advisers who are persons approved by the FCA to perform appropriate controlled functions for an authorised firm or an appointed representative firm.  If you are not such an approved person you may not access the Advisers section of this Website and should not view or download any of the material available in that section.  You will be asked on visiting the Advisers section to input your name, the name of your firm and your firm’s FCA Firm Reference Number which will be logged and retained by AI Seed.  The supply of false information may constitute an offence under the Computer Misuse Act 1990.

The Website uses web usage analysis software. This software stores cookies on the visitor’s computer in order to obtain the visitor’s IP address, browser type, computer data and data related to the visit of this Website. The data shall be used to record and analyse visits to this Website and shall not be used to personally identify the visitor, other than those who access the Advisers section of the Website.

Most web browsers allow some control of most cookies through the browser settings.  For more information about cookies and instructions on how to adjust your browser settings to restrict or disable cookies, see the IAB website at www.allaboutcookies.org.

Third Party Products and Services

This site contains links to other websites provided by independent third parties (“Third Party Sites”). AI Seed does not endorse and accepts no responsibility or liability for the use, availability or contents of Third Party Sites and any such use is entirely at your own risk. You should also note that AI Seed does not have any control over the other websites to which we may provide links on the Website, and therefore we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by the above Privacy Notice.

Anti-bribery and anti-corruption

AI Seed does not tolerate practices of corruption or bribery from any persons that it contracts with, including (without limitation) suppliers, agents, distributors and/or customers. This Website is operated in accordance with the principles of anti-corruption and anti-bribery (“the Principles”) and anyone using the Website agrees to only use the Website in accordance with the terms of use of this disclaimer and shall not use the Website in any way that is in contravention of the Principles. If AI Seed discovers anyone using the Website outside of the terms of the Principles, then AI Seed has the right to restrict access and terminate use of the Website by anyone contravening the Principles and taking any further action as AI Seed may decide, in its entire discretion.

Liability

AI Seed will take reasonable care to ensure that the information provided on this Website is accurate and up to date, although no representations or warranties are given of any kind, express or implied, with regard to the accuracy or completeness of this information.

AI Seed and its directors and employees exclude all liability and responsibility in connection with the use of this Website. Users of this Website do so entirely at their own risk.

AI Seed may amend the content of this Website or any part of it, or may periodically make it unavailable for updating, with or without notice, at any time, and is not liable to users of this Website for any effect thereof.

The above limitations and exclusions shall not affect the duties or liabilities of AI Seed under the Financial Services and Markets Act 2000, or purport to apply to liability for fraud, or for death or personal injury caused by negligence.

Tax

Tax assumptions are subject to statutory change and the value of tax reliefs will depend on your individual circumstances. The tax reliefs available to certain investors in Seed Enterprise Investment Scheme and/or Enterprise Investment Scheme companies are dependent on the company maintaining HM Revenue & Customs approval. If this approval is withdrawn, a company will lose its status and all tax reliefs are likely to be cancelled. Prospective investors in Seed Enterprise Investment Scheme and/or Enterprise Investment Scheme company funds managed or advised by AI Seed are strongly recommended to read the risk warnings set out in the Information Memorandum relating to the AI Seed Fund prior to investing. Please note that the tax treatment depends upon the individual circumstances of each client and may change in the future.

Intellectual Property Rights

All copyright, designs and other intellectual property rights in the information and materials contained in the Websites is held by or is licensed to AI Seed.  No rights of any kind are licensed or assigned or shall otherwise pass to persons accessing the Websites and information and materials.  All copying, reproducing, transmitting, distributing or displaying of any information, photographs and other material on the Website (by any means and in whole or in part) is prohibited, other than downloading/printing of material that is for your own private non-commercial use provided that you do not change any copyright, trademark or other proprietary notices appearing thereon and, without limitation, you acknowledge AI Seed and any identified contributors as the author(s).  You must not use any part of the information or other materials on the Websites for commercial purposes without first obtaining the agreement of AI Seed in writing.

Notices

Unless otherwise notified, any notices from you to AI Seed must be in writing and sent to AI Seed’s address at 69 Wilson Street, Capital Enterprise, London, United Kingdom, EC2A 2BB.

Third Party Rights

Except for AI Seed’ subsidiaries, affiliates, directors, employees or representatives, a person who is not a party to any agreement with AI Seed has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

Separability

If any part of these terms and conditions is unenforceable (including any provision in which AI Seed excludes our liability to you) the enforceability of any other part of these conditions will not be affected.

Governing Law

The law that shall apply between us shall the law in England and the English courts shall have jurisdiction to resolve any disputes between us.