Desk Account Agreement

1. Parties and scope

This agreement is between CODENAV LTD, a private company limited by shares registered in England and Wales with company number 16998604, whose registered office is at 71-75 Shelton Street, London WC2H 9JQ ("the company", "we"), and the person named in the application for a desk account ("you").

The desk is the company's internal registry at registry.codenav.dev, where its members, directors and others the company invites keep the company's registers, receive notices, vote on resolutions, approve and sign documents, and read reports. This agreement governs your use of the desk and your desk account.

This agreement does not change your rights or duties under the company's articles of association, any agreement under which you hold shares or other instruments, or the law. Where this agreement and the articles or the law disagree, the articles and the law prevail.

You sign this agreement with your application. It governs the application from then, and the account from when the company approves it. If the application is rejected, sections 6, 10 and 11 continue to apply to what was recorded.

2. Eligibility

A desk account is opened only on the company's invitation and after the company has reviewed and approved your application. You must be 18 or over.

Your account is personal to you. You hold it in your own name and act through it on your own behalf, or in the capacity named in your invitation. You may not transfer it, share it, or let anyone else act through it.

3. Your particulars

You confirm that the particulars in your application are true and complete. You will tell the company promptly when any of them changes, by updating them on the desk or by writing to the company.

The company may check your particulars, ask you for documents that show your identity or address, and refuse, suspend or close an account whose particulars it cannot verify. The company keeps the registers the law requires from the particulars you give, and relies on them.

4. Use of the desk

You will use the desk only for the company's affairs and only within the role the company gives your account. The pages and actions you can reach depend on that role; reaching a page does not by itself give you any right the role does not have.

You will not try to reach parts of the desk outside your role, interfere with its operation or security, or use it to send anything unlawful.

5. Acts on the desk

When you vote, approve, sign, circulate, release or take any other action on the desk, the action is yours and has the effect stated on the page where you take it, as it would if you had done the same thing on paper, unless the law requires something the desk cannot give.

Where a page says an action is final, it cannot be undone. In particular, under section 296(3) of the Companies Act 2006 a member's agreement to a written resolution, once signified, may not be revoked. How a document you send through the desk is authenticated is set out in the Consent to Electronic Communications and Electronic Signatures.

You agree that the company's electronic records of what was done on the desk, including its audit log, are evidence of what you did and when.

6. Records

Records on the desk are kept as written. A record is never changed in place: a correction is made as a new record that refers to the one it corrects, and both remain.

The desk records each sign-in, failed attempt and significant action with its time, the internet address it came from and the browser used. The Privacy Notice explains how this information is used and kept.

7. Availability

The company provides the desk as it is and as it is available. It may be unavailable at times, for maintenance or for reasons outside the company's control.

When the desk is unavailable, the company may give notices, hold votes and take any other step by other means the articles and the law allow, and those steps are as valid as if they had been taken on the desk.

8. Suspension and closure

The company may suspend your account at any time if it reasonably believes that the account's security is at risk, that this agreement has been broken, or that your particulars are wrong. A suspended account can be reinstated.

The company may close your account when you no longer hold the role it was opened for, or for a serious or repeated breach of this agreement. You may ask the company to close your account at any time by writing to it.

Closing an account does not erase the records made through it, which the company keeps as its records. Sections 5, 6, 10 and 11 of this agreement, and the Confidentiality Undertaking, continue after closure.

9. Changes to this agreement

The company may change this agreement by publishing a new version with a higher version number at registry.codenav.dev/agreements. Earlier versions stay published.

You will be asked to accept a new version before you next use the desk. If you do not accept it, you may ask the company to close your account; the version you accepted continues to govern what was done while it applied.

10. Liability

The company is not liable for loss caused by your failure to keep your credentials secure, by acts taken through your account before you told the company it was at risk, or by the desk being unavailable, except where the loss is caused by the company's negligence or wilful default.

Nothing in this agreement limits or excludes any liability that cannot lawfully be limited or excluded.

11. Notices, law and jurisdiction

You may write to the company at its registered office or by email to director@codenav.dev. The company writes to you as the Consent to Electronic Communications and Electronic Signatures provides.

This agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.