Legal & Privacy

This Legal & Privacy page applies to:

• the website at outer.blue and any related pages operated by OuterBlue Ltd
• any account, portal or investor data room made available through that website
• investment, commercial, scientific and corporate materials made available through the website or data room; and
• personal information collected through the website, data room or related communications

This page contains:

• the terms governing use of our public website
• additional terms governing access to our investor data room
• important information concerning investment materials
• our privacy notice; and
• information about cookies and similar technologies

Unless expressly stated otherwise, information on the public Website:

• is provided for general information only
• is not intended to amount to advice
• is not an offer, invitation or recommendation to acquire any investment
• must not be treated as a substitute for professional advice; and
• may be incomplete, summarised or subject to change

We do not guarantee that:

• the Website will always be available
• access will be uninterrupted
• the Website will be free from errors, vulnerabilities or harmful code; or
• any content will remain available or unchanged

You must not:

• use the Website unlawfully, fraudulently or maliciously
• attempt to gain unauthorised access to the Website, Data Room, servers, databases or connected systems
• interfere with the operation, integrity or security of the Website
• introduce viruses, malware, malicious code or harmful material
• carry out automated scraping, crawling, extraction or harvesting without our written permission
• use bots or automated systems to access restricted content
• impersonate another person or misrepresent your identity or authority
• remove or alter any copyright, confidentiality, attribution or proprietary notice
• use Website content in a misleading or defamatory context
• reproduce or commercially exploit Website content except as expressly permitted; or
• assist another person to do any of the above

OuterBlue and its licensors own or control all intellectual-property rights in the Website and its content, including:

• text
• graphics
• photographs
• illustrations
• diagrams
• models
• software
• databases
• branding
• trademarks
• designs; and
• the selection and arrangement of material

You must not:

• suggest an association, approval or endorsement that does not exist
• frame the Website within another website
• link directly to restricted or confidential content
• circumvent any login or access control; or
• link from a website containing unlawful, misleading or materially harmful content

These Investor Data Room Terms apply whenever you:

• receive an invitation to the Data Room
• create or use a Data Room account
• follow a Data Room access link
• view, receive or download Investment Materials; or
• otherwise access confidential information through the Data Room

If you are acting for a fund, company, partnership, family office or other organisation, you confirm that:

• you are authorised to accept these terms for that organisation
• the organisation will comply with these terms; and
• you remain personally responsible for complying with obligations applying to individual users, including account-security and confidentiality obligations

Access does not:

• give you any right to invest
• reserve any allocation
• oblige OuterBlue to continue discussions
• oblige OuterBlue to provide further information
• create an advisory, fiduciary, agency or partnership relationship
• constitute an offer capable of acceptance; or
• oblige OuterBlue to enter into any transaction

You must not:

• share your password, magic link, authentication code or other access credential
• allow another person to use your account
• forward an access invitation
• create an account using another person’s identity
• access the Data Room through a shared or generic account unless we have expressly permitted it
• bypass access controls, download controls or security restrictions; or
• attempt to identify or access documents not made available to you

You must promptly notify us if:

• you believe an access credential has been lost, disclosed or compromised
• you become aware of unauthorised access
• your email address or organisation changes
• you no longer require access; or
• you cease to be authorised to act for the organisation you represented when access was granted

We may record and review limited activity associated with the Data Room, including:

• the email address associated with an account
• the date and time access is requested
• account access status
• login dates and times
• documents opened
• documents downloaded, where downloading is enabled; and
• authentication or security events necessary to operate and protect the service

We use this information to:

• administer access
• protect confidential information
• detect and investigate misuse
• maintain security
• demonstrate access to these terms
• manage investment discussions; and
• confirm whether requested materials have been accessed

You must:

• keep the Investment Materials strictly confidential
• protect them using at least the same degree of care you use for your own confidential information of similar importance and in any event reasonable care
• use them solely to evaluate a possible transaction involving OuterBlue
• disclose them only to your directors, partners, employees and professional advisers who genuinely need the information for that purpose
• ensure that every permitted recipient is informed of its confidential nature and is bound by confidentiality obligations no less protective than these terms
• remain responsible for any breach by a person to whom you disclose the information
• prevent unauthorised copying, access, disclosure or use; and
• notify us promptly of any actual or suspected unauthorised disclosure

You must not disclose Investment Materials to:

• another potential investor
• a portfolio company
• a competitor of OuterBlue
• the media
• a public forum
• a social-media platform
• a data broker
• an artificial-intelligence model or service that may retain or train on submitted material; or
• any other person without our prior written permission

The confidentiality obligations do not apply to information that you can demonstrate:

• was lawfully known to you without restriction before disclosure by OuterBlue
• becomes publicly available other than through a breach of these terms
• is received lawfully from a third party that is not under a confidentiality obligation
• is developed independently without use of the Investment Materials; or
• must be disclosed under applicable law, regulation or a binding order

Where disclosure is legally required, you must, to the extent permitted by law:

• notify us promptly before disclosure
• disclose only the minimum information legally required; and
• reasonably assist us in seeking protective treatment

Your confidentiality obligations continue:

• for five years after your Data Room access ends in relation to confidential information generally; and
• for as long as the information remains a trade secret in relation to trade secrets, proprietary scientific methods, source code, unpublished technical information and other information protected as a trade secret by law

You must not:

• distribute Investment Materials outside the permitted recipient group
• publish or quote them publicly
• upload them to an unrestricted shared drive
• place them in an externally accessible database
• conduct text or data mining
• use them to train or improve an artificial-intelligence system
• reverse engineer any model, software, methodology or technical system
• remove confidentiality markings; or
• reproduce them in another fundraising, commercial or technical document

At our request or when your access ends, you must:

• stop using the Investment Materials
• permanently delete or securely destroy copies in your possession or control; and
• if requested, confirm completion in writing

You may retain:

• one archival copy where required by law or binding professional rules; and
• copies held automatically in secure backup systems that cannot reasonably be isolated for deletion

They may:

• contain estimates, assumptions and preliminary information
• be incomplete
• omit information that you may consider material
• be based on information from third parties
• change without notice
• contain errors
• be superseded; or
• reflect circumstances only as at a particular date

Except where expressly agreed in a definitive written transaction document, neither OuterBlue nor its founders, directors, employees, shareholders, advisers or representatives gives any representation or warranty, express or implied, concerning:

• the accuracy, completeness or currency of the Investment Materials
• the reasonableness or achievement of forecasts or assumptions
• the commercial viability of any product, market or strategy
• the ownership, validity or enforceability of intellectual property
• the availability of tax relief
• future financing
• regulatory approvals
• technical performance; or
• the outcome of any proposed transaction

You are responsible for:

• conducting your own legal, financial, tax, technical, scientific, commercial and regulatory due diligence
• assessing all risks
• asking for any information you consider necessary
• reaching your own independent conclusions; and
• obtaining advice from suitably qualified professionals

These statements may relate to matters including:

• scientific and technical development
• model performance
• product development
• market size
• commercial adoption
• partnerships
• customer demand
• revenue
• costs
• hiring
• financing
• regulation; and
• future company value

Its inclusion does not mean that:

• the third party has verified all Investment Materials
• the third party endorses OuterBlue
• the third party has committed to a commercial relationship
• any expression of interest will result in a contract; or
• OuterBlue independently verified every item of third-party information

You do not acquire:

• ownership of any intellectual property
• a licence to commercialise any technology
• a right to use OuterBlue’s methods, data, models, software, branding or confidential information
• a right to file or support any intellectual-property application based on the Investment Materials; or
• any implied licence

You are responsible for:

• using secure devices and networks
• keeping software and browsers reasonably updated
• preventing unauthorised access to your device
• signing out when using a shared device; and
• maintaining appropriate security for downloaded materials

We may suspend, restrict or terminate access immediately if:

• you breach or may have breached these terms
• we suspect unauthorised use
• your access is no longer required
• we cannot verify your identity, authority or eligibility
• continued access could create legal or regulatory risk
• investment discussions end
• we discontinue the Data Room; or
• we otherwise consider suspension reasonably necessary to protect OuterBlue or another person

You are responsible for losses, liabilities, costs and expenses reasonably and directly incurred by OuterBlue as a result of:

• your material breach of these terms
• unauthorised disclosure caused by your failure to protect access credentials
• misuse of the Investment Materials; or
• breach by a person to whom you disclosed Investment Materials

In the United Kingdom, they are directed only at persons to whom they may lawfully be communicated, including, where applicable:

• investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
• high-net-worth companies, unincorporated associations, trusts and other persons falling within Article 49 of that Order
• certified high-net-worth individuals falling within Article 48 of that Order who have completed any statement required by law
• certified sophisticated investors falling within Article 50 of that Order
• self-certified sophisticated investors falling within Article 50A of that Order who have completed any statement required by law; and
• any other person to whom the Investment Materials may lawfully be communicated

By accessing the Investment Materials, you represent that:

• you are an intended recipient
• the Investment Materials may lawfully be communicated to you
• you have provided accurate investor-status information
• you will notify us if your status changes; and
• you will not distribute the Investment Materials to a person to whom they may not lawfully be communicated

Nothing on the Website or in the Data Room constitutes:

• an offer to the public
• a prospectus
• an admission document
• an offer capable of acceptance
• investment advice
• tax advice
• legal advice
• a personal recommendation; or
• an invitation in any jurisdiction where making such an invitation would be unlawful

In particular:

• you may lose all of the money invested
• the shares may be illiquid and difficult or impossible to sell
• there may be no market for the shares
• the company may require further financing
• future financing may dilute existing shareholders
• valuations are uncertain
• scientific and technical development may fail or be delayed
• revenue and commercial adoption may not develop as expected
• tax treatment may change; and
• any tax relief may depend on the company’s continuing qualification and the investor’s individual circumstances

No representation or warranty is given that:

• OuterBlue currently qualifies or will continue to qualify
• HM Revenue & Customs will grant or maintain any relevant status
• advance assurance, if obtained, guarantees relief
• shares issued to a particular investor will qualify; or
• a particular investor will be eligible for or retain relief

If you access the Data Room from outside the United Kingdom, you are responsible for ensuring that:

• access is lawful in your jurisdiction
• the Investment Materials may lawfully be communicated to you
• you comply with local securities, financial-promotion and investment laws; and
• you do not distribute the Investment Materials in a manner that breaches local law

This Privacy Notice applies to personal information relating to:

• Website visitors
• Data Room users
• current and prospective investors
• representatives of investment funds, family offices and other organisations
• advisers and introducers
• commercial and research contacts
• people who communicate with OuterBlue; and
• other people whose information is processed in connection with our Website, fundraising or corporate activities

We may collect:

• your name
• email address
• telephone number
• job title
• employer or organisation
• professional role
• location or jurisdiction
• investor type or classification
• information included in an investor-status declaration
• investment interests
• communications and correspondence
• meeting notes
• questions, feedback and due-diligence requests
• information provided in connection with a proposed investment
• acceptance of legal terms; and
• any other information you choose to provide

When you visit the Website or use the Data Room, the OuterBlue application may collect:

• access dates and times
• login history
• authentication events
• pages and documents opened
• downloads, where enabled
• error records
• security events; and
• the session identifier necessary to keep you signed in

We may receive personal information from:

• an investor, adviser or colleague who introduces you
• your employer or organisation
• professional advisers
• service providers supporting the Data Room
• event organisers
• universities, research bodies and commercial partners
• publicly available professional profiles
• company websites
• Companies House and other public registers; and
• lawful commercial or professional databases

We do not ordinarily seek:

• health information
• biometric information
• information about race, ethnicity, religion, political opinions, trade-union membership or sexual orientation
• criminal-conviction information; or
• other sensitive or special-category information

We use account, identity, contact and authentication information to:

• create and administer accounts
• authenticate users
• provide requested access
• record acceptance of terms
• respond to access requests
• manage permissions; and
• provide technical support

We use login records, document-access records and necessary authentication or security events to:

• protect confidential information
• prevent credential sharing
• detect unauthorised access
• investigate suspected misuse
• protect our systems
• enforce these terms; and
• maintain evidence of activity where reasonably necessary

We use contact, professional, correspondence and Data Room activity information to:

• understand investor interest
• prioritise and manage follow-up
• arrange meetings
• respond to questions
• manage due diligence
• assess potential investment relationships
• record discussions and decisions; and
• prepare for and complete a possible investment

We may use identity, professional and investor-status information to:

• determine whether Investment Materials may lawfully be communicated
• obtain and retain investor declarations
• apply access restrictions
• comply with financial-promotion requirements
• prevent unlawful distribution; and
• establish or defend our legal position

We use contact and correspondence information to:

• respond to enquiries
• send account and security notices
• provide requested materials
• update you about relevant Data Room changes
• continue an existing professional conversation; and
• send other business or fundraising communications where permitted by law

We may use technical and usage information to:

• operate the Website
• diagnose errors
• understand aggregate usage
• improve performance and usability; and
• develop our systems

We may use personal information to:

• maintain corporate and accounting records
• obtain professional advice
• conduct audits
• respond to legal claims
• comply with court orders
• respond to regulators and public authorities
• prevent or investigate fraud
• support a financing, restructuring, acquisition or sale; and
• comply with applicable law

Where we rely on legitimate interests, those interests may include:

• operating a secure Website and Data Room
• protecting confidential information and intellectual property
• managing access
• preventing misuse, fraud and cyber incidents
• raising capital
• managing current and prospective investor relationships
• maintaining accurate records
• improving our systems
• protecting legal rights; and
• operating and developing OuterBlue

However, we may be unable to provide or continue Data Room access unless you provide:

• a valid email address
• information required to authenticate access
• acceptance of the Data Room Terms
• information reasonably required to confirm your authority; and
• any investor-status information required for lawful access

These may include providers of:

• website hosting
• cloud infrastructure
• databases
• authentication
• email
• security
• file storage
• Data Room software
• technical support; and
• analytics used in accordance with applicable law

We may share information with:

• solicitors
• accountants
• tax advisers
• corporate-finance advisers
• insurance advisers
• consultants; and
• other professional advisers

Where reasonably necessary in connection with a proposed transaction, we may share information with:

• existing or prospective lead investors
• co-investors
• investment committees
• nominee providers
• due-diligence providers
• banks
• payment providers; and
• other transaction participants

We may share information with:

• courts
• regulators
• law-enforcement bodies
• tax authorities
• government departments; and
• another person where disclosure is required or permitted by law

Information may be disclosed to potential buyers, investors, lenders, professional advisers and counterparties in connection with:

• an investment
• merger
• acquisition
• reorganisation
• financing
• sale of assets
• insolvency process; or
• other corporate transaction

Where UK data-protection law restricts an international transfer, we will use an appropriate transfer mechanism. This may include:

• transfer to a country covered by UK adequacy regulations
• the UK International Data Transfer Agreement
• the UK Addendum to approved standard contractual clauses
• another approved safeguard; or
• a permitted legal exception

We use reasonable organisational and technical measures designed to protect personal information against:

• unauthorised access
• accidental loss
• unlawful disclosure
• alteration
• destruction; and
• misuse

Measures may include:

• access controls
• authentication
• encrypted transmission
• restricted administrative access
• logging
• backups
• supplier controls; and
• incident-response procedures

Limited authentication and security-event records are generally retained on the same basis as ordinary Data Room activity. Relevant records may be retained longer where they relate to:

• a security incident
• suspected misuse
• a legal dispute
• enforcement of confidentiality obligations; or
• another continuing risk

Records showing:

• acceptance of legal terms
• confidentiality obligations
• investor-status declarations
• material due-diligence communications; and
• transaction decisions
• may generally be retained for up to six years after the relevant relationship, communication or transaction ends

Information about an inactive prospective investor or other business contact will generally be deleted or anonymised within six months after the relevant fundraising process closes, unless:

• there is an ongoing relationship
• the person has asked to receive future communications
• retention remains reasonably relevant to a future financing
• a legal obligation applies; or
• a longer period is otherwise justified

Depending on the circumstances, you may have the right to:

• be informed about how your personal information is used
• request access to your personal information
• request correction of inaccurate or incomplete information
• request deletion of your information
• request restriction of processing
• object to processing based on legitimate interests
• object to direct marketing at any time
• receive certain information in a portable format
• withdraw consent where processing is based on consent; and
• complain to a data-protection authority

For example, we may retain information where it is necessary to:

• comply with law
• establish, exercise or defend legal claims
• maintain a marketing-suppression record
• protect confidential information
• investigate misuse; or
• preserve necessary transaction records

To exercise a data-protection right, contact:

• Email: privacy@outer.blue
• Please describe:
• the right you wish to exercise
• the information concerned; and
• any information that may help us identify the relevant records

We may update this Privacy Notice to reflect changes to:

• our processing
• the Website or Data Room
• service providers
• legal requirements; or
• our business

We may also use related technologies such as:

• local storage
• session storage
• authentication tokens
• pixels
• software development kits; and
• server-side logs

We may use strictly necessary cookies or similar technologies to:

• authenticate users
• maintain a secure session
• remember access status
• prevent cross-site request forgery
• distribute network traffic
• detect abuse
• maintain security; and
• remember privacy or cookie choices

The production Data Room currently uses the following technology:

• Cookie or technology Provider Purpose Category Duration
• outerblue_session OuterBlue Ltd Authenticates the user and maintains secure Data Room access Strictly necessary 7 days
• The session cookie is secure, HTTP-only and limited to maintaining authenticated access. It is not used for advertising, analytics or cross-site tracking

Nothing in these terms excludes or limits liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation
• breach of obligations that cannot lawfully be excluded; or
• any other liability that applicable law does not permit us to exclude

Subject to the above, OuterBlue will not be liable for:

• indirect or consequential loss
• loss of profit
• loss of revenue
• loss of business
• loss of opportunity
• loss of anticipated savings
• loss of goodwill
• loss caused by reliance on preliminary Investment Materials
• loss resulting from a decision not to proceed with a transaction
• loss caused by third-party content or systems
• loss caused by unauthorised account use arising from your failure to protect credentials; or
• loss caused by events outside our reasonable control

To the fullest extent permitted by law, our aggregate liability arising out of or in connection with the Website, Data Room, Investment Materials or these terms will not exceed the greater of:

• £100; and
• the amount, if any, paid by you directly to OuterBlue for Data Room access during the 12 months before the event giving rise to liability

A separate written agreement may apply between you and OuterBlue, including:

• a non-disclosure agreement
• term sheet
• subscription agreement
• shareholders’ agreement
• advisory agreement; or
• other transaction document

Where there is a conflict:

• a signed definitive transaction document takes priority for the transaction it governs
• a signed confidentiality agreement takes priority where it imposes stricter confidentiality protection; and
• these terms otherwise continue to apply

We may assign or transfer our rights and obligations to:

• an affiliate
• a successor
• a purchaser of our business or assets; or
• another entity as part of a financing, restructuring or corporate transaction

Questions concerning these terms, the Website, the Data Room or this Privacy Notice should be sent to:

• OuterBlue Ltd
• 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
• General and investment enquiries: charles@outer.blue
• Privacy enquiries: privacy@outer.blue