Data Room Terms & Conditions

Data Room Terms & Conditions

XERGY GROUP LIMITED
website DATA ROOM RULES

Preliminary

This document contains rules (Data Room Rules) applicable to the use of the website data room (Data Room) that is being made available by Google drive on behalf of Xergy Group Limited (Company no. SC610556) (Company) to certain individuals who have been informed by the Company that they are authorised to use it (Recipients). The Data Room may be used only by such individuals, and no one else.

2 Confidentiality

All information accessible through the Data Room is confidential and must not be distributed, published or reproduced in whole or in part nor disclosed by you to any other person without the Company’s prior written consent.

3 Regulatory

3.1 Granting you access to the Data Room does not constitute any offer or invitation to sell or issue or purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, securities in or of the Company, nor shall it form the basis of, or be relied upon in connection with, any contract or act as an inducement to enter into any contract or commitment whatsoever, or constitute or evidence a representation that any such offer or invitation will be made.

3.2 If you are interested in acquiring shares in the Company you are reminded that any such acquisition must be made solely on the basis of your own investigations and the terms of any investment or subscription agreement entered into in writing between you and the Company, all of which may be different from the information contained in the Data Room. No reliance may be placed for any purposes whatsoever on the information or opinions contained in the Data Room or on its completeness, accuracy or fairness. The information in the Data Room is subject to updating, completion, revision, verification and amendment and may change materially. Nothing in this document or the Data Room constitutes a recommendation regarding any decision to sell, purchase or subscribe for securities in or of the Company.

3.3 No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers, employees, agents or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in the Data Room. Accordingly, none of the Company nor its shareholders, directors, officers, employees, agents or advisers nor any other person shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any information or opinion in or any error or mis-statement contained in, or as a result of an omission from, the Data Room or any other communication (whether written or otherwise) and any such liabilities are expressly disclaimed to the fullest extent permitted by law. In particular (but without limitation), no undertaking, representation, warranty or other assurance (express or implied) is given as to the prospects of the Company and nothing in the Data Room should be relied upon as a promise or representation as to the future.

3.4 The Data Room contains financial information which is subject to rounding or approximation. The Data Room also contains certain forward-looking statements, including without limitation statements regarding the Company’s proposed strategy, plans and objectives and statements using terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positions” or “anticipates” or the negatives thereof, other variations thereof or comparable terminology. By their very nature, such forward-looking statements require the Company to make assumptions which may or may not materialise and may be price sensitive and involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Past performance cannot be relied upon as a guide to future performance. Accordingly, you should not rely on any such forward-looking statements and the Company accepts no obligation to update or revise such forward-looking statements. No statement in the Data Room is intended to be a profit forecast or a profit estimate or to suggest that earnings per share for the current or future financial periods would necessarily match or exceed historical earnings per share. As a result, you should place no reliance on any such forward-looking statements.

3.5 Nothing in paragraphs 3.1 to 3.4 shall exclude any liability for any undertaking, representation, warranty or other assurance made fraudulently or which it would be unlawful to exclude.

4 General

4.1 Any queries as to the application of these Data Room Rules should be directed, in the first instance, to Nigel Filer on email address nigel.filer@xergy.com quoting “Xergy Group Limited – Data Room”.

4.2 Any access rights granted to you in respect of the Data Room may be reduced, restricted or withdrawn at any time without notice to you.

4.3 All of the information accessible through the Data Room may be disclosed against any warranties given to you in any investment or subscription agreement.

4.4 These Data Room Rules are governed by, and shall be construed in accordance with, Scots law.

5 Your acceptance of these rules
You confirm to the Company, by your seeking to access the Data Room and as a condition of you being provided with access to the Data Room, that:

a) you have accepted these Data Room Rules;

b) these Data Room Rules will apply to you on each occasion that you access the Data Room; and

c) you agree with and undertake to the Company as set out in section 6 below.

6 Your undertakings to Company

6.1 You will:

a) not share your Data Room username or Data Room password with anyone else;

b) not share information obtained by you from the Data Room with anyone else;

c) not attempt to download, scan, copy, print or otherwise capture any of the information obtained by you from the Data Room, except that you may print information for which the print capability has been enabled as indicated by the Data Room index and download information for which the download capability has been enabled as indicated by the Data Room index;

d) not attempt to disable the protection software associated with the website containing the Data Room;

e) take all reasonable steps to ensure that no information on the Data Room when accessed by you is visible to, or capable of being viewed by, anyone else;

f) not leave unattended your computer or other communications device used by you at any time when it is logged onto the Data Room, except where the device is locked or otherwise disenabled in a way that ensures that no one else can view it; and

g) log out of the Data Room at the end of each session in which you use it.

6.2 If you gain access to any area of the Data Room or, through the Data Room, to any document or other item to which (in either case) you know or suspect you should not have access:#

a) you will immediately exit such area or (as the case may be) close such item;

b) (where applicable) you will take appropriate steps promptly (including by giving appropriate instructions) so as to ensure that such item and all copies of it are erased from your computer and from any network to which your computer is connected; and

c) you shall inform Nigel Filer promptly of the fact of such access either by e-mail at nigel.filer@xergy.com.