Platform Membership Agreement

Version 2.0 · Effective date 11 September 2026

1. Parties and scope

This Agreement is between African Business Trade Association Limited (company number 16401954), whose registered office is at Fifth Floor, 167–169 Great Portland Street, London, England, W1W 5PF (“ABTA”, “we”, “us”) and the organisation that registers for membership (the “Member”), acting through the individual who accepts it (the “Authorised Person”). It governs use of the AMI Deal Room at ami.abta.africa (the “Platform”). It must be read with the Non-Disclosure Agreement and the Fee Schedule, which form part of it.

2. Definitions

• Opportunity: an investment, financing, acquisition, joint venture or commercial opportunity listed on the Platform.
• Teaser: the anonymised summary of an Opportunity published by ABTA.
• Interest Confirmation: a Member’s request to be considered for an introduction.
• Introduction Notice: ABTA’s written notice to both parties that discloses their identities.
• Introduced Party: any party, and its affiliates, disclosed to the Member in an Introduction Notice.
• Transaction: any investment, loan, acquisition, joint venture or commercial agreement between the Member (or its affiliates) and an Introduced Party relating to the Opportunity, or to any other investment or commercial opportunity with that Introduced Party that arises from the introduction.

3. Eligibility and verification

1. Membership is only for organisations, and individuals acting for an organisation, in the course of their trade, business or profession. It is not available to consumers or to anyone acting for personal purposes. By accepting this Agreement, the Authorised Person confirms that the Member is not acting as a consumer.
2. The Authorised Person confirms they have authority to bind the Member.
3. ABTA will verify the Member’s registration details and screen the Member and its directors and beneficial owners against applicable sanctions lists before issuing any Introduction Notice. ABTA may ask for further information.
4. ABTA may refuse, suspend or end membership if verification is not completed or raises concerns.

4. Membership, fees and renewal

1. Membership starts when ABTA receives payment of the annual fee shown in the Fee Schedule and lasts 12 months.
2. Membership renews automatically each year. ABTA will email the Member at least 30 days before renewal with the renewal date and price. The Member can turn off renewal in their account at any time before the renewal date.
3. There is no fee for Interest Confirmations or introductions.
4. If a Member that submitted an Opportunity completes a Transaction with an Introduced Party, it must pay ABTA a success fee of 1.798% of the Transaction value, plus VAT where applicable, within 30 days of completion. There is no minimum or maximum fee. The Fee Schedule sets out the details.

5. How the Platform works

1. ABTA reviews submitted Opportunities and decides whether to publish them. ABTA agrees the anonymised Teaser with the submitting Member before publication.
2. Members may submit Interest Confirmations. ABTA screens each one for suitability, credibility and fit and may decline any request.
3. Identities are disclosed only in an Introduction Notice. Any disclosure of identity by ABTA to a Member counts as an introduction for the purposes of this Agreement.
4. An introduction is not a recommendation or endorsement of any party or Transaction.

6. No advice and regulatory position

ABTA does not provide investment, legal, tax or financial advice, does not negotiate on behalf of any party and does not hold client money. Members must make their own assessment and take independent advice.

ABTA is not authorised or regulated by the Financial Conduct Authority. ABTA does not make or accept offers to buy or sell investments on behalf of any Member.

The Platform is open only to organisations acting in the course of business (see clause 3). Each Member is responsible for making sure that any communication it makes, any offer it makes or receives and any Transaction it enters into complies with the laws that apply to it, including the Financial Services and Markets Act 2000 and financial promotion and securities laws in other countries.

If ABTA’s regulatory position changes, ABTA will update this clause and tell Members under clause 13.

7. Non-circumvention

1. For 36 months after an Introduction Notice, the Member must not, directly or through others, contact, negotiate with or enter into a Transaction with an Introduced Party in order to avoid ABTA’s process or any fee payable under the Fee Schedule.
2. This clause does not apply where the Member can show, with written evidence, that it was already in discussions with the Introduced Party about the same Opportunity before the Introduction Notice.
3. The Member must tell ABTA in writing within 30 days if it completes a Transaction with an Introduced Party.

8. Member obligations

1. Information the Member submits must be accurate, not misleading and lawfully provided.
2. Submitted Opportunity summaries must not identify the business, its people or exact locations unless ABTA agrees.
3. The Member must keep its account secure and not share sign-in details.
4. The Member must not use the Platform for any unlawful purpose, including money laundering, bribery or breach of sanctions.

9. Warranties on sanctions and anti-bribery

The Member confirms that neither it nor, to its knowledge, its directors, officers or beneficial owners are the subject of sanctions administered by the United Kingdom, United Nations, European Union or United States, and that it will comply with the Bribery Act 2010 and equivalent laws that apply to it. The Member must tell ABTA promptly if this changes.

10. Confidentiality and data protection

Confidential information is governed by the Non-Disclosure Agreement. Each party will comply with data protection law in relation to personal data it receives through the Platform. ABTA’s use of personal data is described in the AMI privacy policy.

11. Liability

1. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or anything else that cannot be limited by law.
2. ABTA does not guarantee that any Opportunity, Teaser or party is suitable, that information provided by Members is accurate or complete, or that the Platform will be available without interruption.
3. ABTA is not liable for any loss of profit, loss of opportunity or indirect loss, or for any Transaction or failure to complete a Transaction.
4. Subject to clause 11.1, ABTA’s total liability to the Member for all claims in any 12-month period is limited to the membership fees paid by the Member in the 12 months before the event giving rise to the claim.

12. Suspension and termination

1. ABTA may suspend or end membership if the Member breaches this Agreement or the Non-Disclosure Agreement, fails verification, or ABTA reasonably believes the Member is acting in bad faith.
2. The Member may end membership at any time. Refunds are set out in the Fee Schedule.
3. Clauses 4.4, 7, 9, 10, 11 and 14 continue after membership ends.

13. Changes to this Agreement

ABTA may change this Agreement by giving at least 30 days’ notice by email. Changes that materially affect the Member’s rights will be summarised and the Member will be asked to accept the new version before continuing to use the Platform. The version and date of each acceptance are recorded.

14. Dispute resolution, governing law and jurisdiction

1. The parties will first try to resolve any dispute by negotiation between senior representatives within 30 days of written notice.
2. If the dispute is not resolved within that time, the parties will try to settle it by mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Either party may start the mediation by written notice to the other. Unless the parties agree otherwise, CEDR will nominate the mediator.
3. If the dispute is not settled within 60 days of the mediation notice, or a party does not take part in the mediation, either party may start court proceedings.
4. This Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
5. Nothing in this clause stops a party from applying to the courts for an injunction or other urgent relief at any time.

15. Electronic acceptance

The Authorised Person accepts this Agreement by ticking the declaration and selecting “Accept and continue to payment” after verifying their email address. ABTA records the version accepted, the time, the email address and the IP address. The Member agrees that accepting this Agreement electronically is as valid and binding as signing it on paper.