Consent to Electronic Communications and Electronic Signatures

1. What you agree to

You agree that 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") may send or supply to you electronically every notice, document and piece of information it sends or supplies to you, whether as a member, a director, a holder of another instrument or the holder of a desk account. This includes notices of meetings, written resolutions, ballots, accounts and reports, statements, agreements and any document the Companies Act 2006 or the articles require the company to send.

This is your general agreement, under section 1144 of and Schedule 5 to the Companies Act 2006, both to documents in electronic form sent to your email address (Part 3 of the Schedule) and to documents made available on a website, the desk (Part 4). It continues until you withdraw it under section 8 below.

2. How the company communicates

The company may send a document to the email address on your desk account, or make it available on the desk and tell you by email that it is there, the address of the desk, where on the desk it is, and how to reach it. A document on the desk stays available for as long as the Companies Act 2006 requires, or for at least 28 days from that notice when it sets no period.

Unless the articles provide otherwise, as section 1147 of the Companies Act 2006 allows: a document sent by email and properly addressed is treated as received 48 hours after it was sent, counting only working days; a document made available on the desk is treated as received when it was first made available or, if later, when you received, or are treated as having received, the notice that it is there.

You will keep your email address on the desk up to date and confirmed, and accept email from registry@codenav.dev. A document sent to the address on the desk is sent properly even if you do not read it.

3. Documents you send to the company

The company agrees, under Schedule 4 to the Companies Act 2006, to receive documents and information from you through the desk, including your agreement to written resolutions, your votes and your approvals.

Under section 1146(3)(a) of the Act, the company specifies that a document or information sent to it through the desk is authenticated when it is sent through your desk account while you are signed in with your password and authenticator code, and, where the page asks for one, confirmed with a fresh authenticator code. The desk records each such act with its time.

Your agreement to a written resolution is signified when the desk records it, and under section 296(3) of the Act it cannot then be revoked.

4. Electronic signatures

You agree that any of the following, done through your desk account, is your electronic signature on the document, vote or action concerned, and that you use it to sign that document, vote or action as yours: entering an authenticator code to confirm an action; pressing a button that states that it signs, votes, approves, agrees or confirms; ticking a box that states your agreement; and typing your name where the desk asks for your signature.

Under section 7 of the Electronic Communications Act 2000 an electronic signature is admissible in evidence as to the authenticity and integrity of what it is attached to. You agree that your electronic signature has the same effect as your handwritten signature, except where the law requires a form of signature or execution that the desk cannot give, such as a deed signed in the presence of a witness. The desk does not execute deeds.

You will not deny the validity or effect of a document, vote or action only because it was made or signed electronically.

5. Records

The company keeps electronic records of the documents it sends and of what is signed and done on the desk, with their times and a cryptographic digest of each document, so that any later change can be detected. You agree that these records may be used as evidence.

You may download, save or print any document available to you on the desk. You should keep your own copy of anything you may need.

6. What you need

To use the desk and receive documents electronically you need: an up-to-date web browser with JavaScript and cookies allowed; an email account; an authenticator app on a device you control; and the means to read, save and print web pages and PDF files. If these requirements change in a way that could stop you receiving documents, the company will tell you.

7. Paper copies

You may ask for a paper copy of any document the company has sent or supplied to you electronically, by writing to the company at its registered office or to director@codenav.dev. The company sends it within 21 days, free of charge. If you are a member, this is your right under section 1145 of the Companies Act 2006; the company gives the same to every account holder.

8. Withdrawing this consent

You may withdraw this consent at any time by writing to the company. Because the desk works only electronically, withdrawing it closes your desk account; from then on the company sends you on paper, to your service address, what the law or the articles require it to send.

Withdrawing does not affect anything sent, received, signed or done before the company received your withdrawal.