Festival Place, Basingstoke

(Acceptance of Confidentiality Obligations and Rules in relation to the Data Site)

In consideration of Savills (on behalf of their clients) agreeing to grant us access to the Savills marketing website (the “Data Site”) we confirm by clicking “ACCEPT” that we have read and understood this message in full and hereby agree to be bound by (and expressly acknowledge) the terms set out below including, without limitation, our obligations and duties with respect to the confidentiality of all information provided.

1          Overview

This Data Site is provided by or on behalf of Savills for the sole purpose of providing information to prospective purchasers (each such party and/or their professional advisors being a “Bidder”) in connection with the sale of the following properties (the “Properties”) in order that they may assess whether or not they wish to submit an offer (the “Proposed Transaction”).

• Festival Place, Basingstoke

1.2         These terms regulate the manner in which visitors to the Data Site may use the Data Site. It also sets out procedures in relation to the Data Site.

1.3         The Data Site and contents do not, and are not intended to, constitute an offer for sale. For the avoidance of doubt there is no intention to create a legal relationship and such relationship will not come into existence unless and until a formal written contract for sale and purchase of the Properties is exchanged. The information contained herein is being supplied as a guide only and each Bidder must make its own investigations and must satisfy itself as to the condition of the Properties and the accuracy and completeness of the statements contained herein.

1.4       The Properties are owned by Trustee 1 FB Limited and Trustee 2 FB Limited (both in fixed charge receivership) (as joint trustees of the FB Unit Trust) (the "Trustees" or "Owner") acting by their joint fixed charge receivers Antony Nygate, Lee Causer and Kiri Holland (the "Receivers"’) as agents and without personal liability.

2          Contents of the Data Site

2.1         The documents and information contained in the Data Site or otherwise provided to any Bidder at any time in whatever form (including in oral, written, electronic and visual form) in connection with the Proposed Transaction, the Properties, the Receivers and/or the Owner of any part of the Properties including documents and information added before the closing of the Data Site (together the “Information”) are being made available subject to the terms set out herein.

2.2         Additional Information may be added to the Data Site from time to time.

2.3         Under no circumstances should any contact be made by a Bidder with the Owner, the Receivers or any occupier of the Properties, or the respective directors, officers, employees and professional advisors of the Owner or any occupier of the Properties in relation to any Information or the Proposed Transaction.  All contact must be solely with Savills at all times.

3          Confidentiality

3.1         All of the Information constitutes confidential information and shall be kept confidential by each Bidder at all times.  The Information may only be used for the purposes of considering and evaluating the Proposed Transaction (as referred to in paragraph 1.1 above) and shall not be disclosed in any way or form to anyone else except where disclosure is to a Bidder’s professional advisors, is required by law or court order or by any government or regulatory agency.

3.2         Each Bidder agrees:

• to ensure that any person to whom they pass any Information acknowledges and complies with these provisions as if that person were also a party to them;
• it will keep all Information safely and securely and will use its best endeavours to protect it against theft, damage, loss and unauthorised access (including access by electronic means); and

it will at all times comply with the full provisions and obligations imposed by the legislation in the United Kingdom relating to data protection, and that and it will ensure that any person to whom it passes any Information will comply.

3.3         Each Bidder acknowledges that some or all of the Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each Bidder undertakes not to use any Information for any unlawful purpose.

3.4         A Bidder shall not enter into any proposed joint or collaborative bidding proposal for any property with any other person.

4          Availability of and Admission to the Data Site

Unless otherwise advised to the contrary, once opened for access, the Data Site will be accessible 24 hours per day on a date as Savills may advise following which individual user names and passwords will in each case either be suspended or terminated depending on each Bidder’s status in the sales process.

Savills reserves the right to refuse access to any Data Site by any individual or to suspend or terminate access to any Data Site at any time without giving any reason. In particular, if a Bidder withdraws from the sales process, their access to the Data Site will be immediately withdrawn.

5          Queries

If there are any questions regarding the operation or functionality of the Data Site or if any discrepancy in any Data Site index or in the documents contained in the Data Site is found, the Bidder shall email details to Lottie Thomas (charlotte.thomas@savills.com) as soon as possible, so that those discrepancies can be promptly resolved.

6          Copies of Information

6.1         Information which is contained in the Data Site may not be forwarded. Where indicated as such, Information contained in the Data Site may not be printed or downloaded. If any Information which is contained in the Data Site is printed or downloaded, it shall be deemed to have been printed or downloaded on, and shall remain subject to, the terms set out herein (including, without limitation, paragraph 3 (Confidentiality) above).

6.2         If so requested in writing, each Bidder shall return or destroy all Information supplied to them and destroy or permanently erase (to the extent technically practicable) all copies of Information made by that Bidder and use all reasonable endeavours to ensure that anyone to whom they have supplied any Information destroys or permanently erases (to the extent technically practicable) such Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Information by any applicable law, rule or regulation.

7          Security

7.1         User names and passwords must not be revealed to anyone for any reason whatsoever. Should further individuals require user names and passwords, please contact Lottie Thomas (charlotte.thomas@savills.com).

7.2         When accessing the Data Site, each visitor to the Data Site must (i) take all necessary steps to ensure that none of the information contained therein is visible to, or capable of being overlooked by, other persons, (ii) not leave their computer (or other communications device through which they have logged-on to the Data Site) unattended whilst they are logged-on to the Data Site and (iii) ensure that they log-out of the Data Site when they have finished using it, by closing down their Internet browser programme.

7.3         The systems keep a record of which user names have been used, and at what time, to access particular documents.

8          Disclaimers

8.1         No liability is accepted by the Receivers, the Receivers’ successors or staff, the Receivers’ firm, the Owner, any affiliate of or any lender to the Owner, any affiliate of any such lender, Savills (UK) Limited or any other adviser to or representative of any of the above or any of their affiliates (each a “Relevant Party” and together the “Relevant Parties”) for any damage of any sort which may be caused to any computer, computer system or other communications device through which the Data Site have been accessed, or any information stored on any such computer, computer system or other communications device, in any way resulting from the use of or the downloading of any information from the Data Site. All parties use the Data Site entirely at their own risk.

8.2         No Relevant Party gives any representations or warranty whatsoever, and no responsibility or liability is accepted by any of them, in relation to the Properties, or with respect to the adequacy, accuracy, completeness or reasonableness of the Information, written or oral or other, supplied in connection with them. The information contained herein and any further information relating to the Properties supplied by the Relevant Parties is, and will be, supplied on the condition that no Relevant Party accepts any responsibility and/or liability for any loss or damage of whatsoever nature that may result or occur by reliance on such information and howsoever arising.

8.3         No Relevant Party is authorised to make or give any representations or warranties in relation to the Properties either here or elsewhere, either on their own behalf or on behalf of others. They assume no responsibility for any statements that are made in these particulars. The Data Site and the Information do not form part of any offer or contract and must not be relied upon as statements or representations of fact. 

8.4         Each Relevant Party may be irreparably harmed by the breach of these terms and damages may not be an adequate remedy; each Relevant Party may be granted an injunction or specific performance for any threatened or actual breach of these terms by a Bidder.

9          Reliance

For the avoidance of doubt, by agreeing to these terms, each Bidder confirms that its obligations are binding on them and are owed to, and are capable of being relied upon and enforced by each of the Relevant Parties, notwithstanding that they may not be directly involved in the sales process or the set-up of the Data Site.

10        Third Party Rights

(a)          Each Relevant Party shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms (as they may be amended from time to time) subject to and in accordance with the terms of paragraph 11 (Governing Law).

(b)          Notwithstanding any provisions of these terms, the parties to these terms do not require the consent of any Relevant Party to rescind or vary these terms at any time.

(c)          Save as provided in paragraph 9 and this paragraph 10, a person who is not a party to these terms shall have no right under the Contracts (Rights of Third Parties) Act 1999.

11        Governing Law

These terms (including the agreement constituted by the acknowledgement of these terms) and any non-contractual obligations arising out of or in connection with them (including any non-contractual obligations arising out of the negotiation of the Proposed Transaction) shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.