I am being granted access to all business, technical, financial, operational, administrative, marketing, economic, title, planning, tenancy, legal and any other documents or information (collectively the “Information”) contained in this online data room (the “Data Room”) for the purposes of considering the proposed acquisition of a site at Bridgegate, Ardee, County Louth (the “Proposed Transaction”) from Earlstone Designated Activity Company on behalf of The Ardee Partnership (the “Owner”). I understand and accept that my access to this Data Room is subject to all applicable laws and the following conditions

1 All of the Information is confidential and shall be treated as such by me.

2 I agree to hold the Information in strict confidence and not to disclose the Information to any third party, save (1) directors, officers, employees and advisors of my company and / or (2) another individual, company, body corporate, partnership or other entity which is controlled by my company, which controls my company or which is under common control with my company (together “Affiliate(s)”) and shall ensure that each such party is made aware of the confidential nature of the Information and is bound by the confidentiality obligations contained in these conditions. In the event that the Information is disclosed to any unauthorised third party, I shall promptly advise the Owner of such disclosure and take all reasonable steps to assist the Owner in preventing or taking other legal action (if required) in respect of such disclosure. The provisions of this paragraph 2 shall not restrict the making or permitting of any disclosure or announcement to the extent required by applicable law or the binding rules or regulations of any governmental or official supervisory or regulatory authority, provided always that (so far as it lawfully can prior to such disclosure) I shall promptly notify the Owner of such requirement with a view to providing an opportunity for the Owner to contest such disclosure or otherwise to agree the challenge, limitation, timing and content of such disclosure and I shall, to the extent lawful, keep the Owner fully and promptly informed of all matters and developments relating to such requested disclosure and shall consult and co-operate with the Owner in bringing any proceedings to challenge such disclosure and shall gain assurances as to confidentiality from the person(s) to whom any Information is disclosed.

3 Floor plans, room areas, dimensions, photos/videos of show apartments, CGIs, drone views, construction drawings and all other related material forming part of the Information (together the “Plans”) are subject to change. The Owner reserves the right to alter the layout, building style and specification of the Property at any time without notice. The Plans contained in this Data Room do not constitute or form part of an offer or contract nor may they be regarded as representations.

4 I agree to only use the Information for the purposes of the Proposed Transaction, and no other purpose whatsoever.

5 I confirm that: (i) I am an authorised user of the Data Room to whom authority to access the Data Room has been issued by the Owner and / or Knight Frank, on behalf of the Owner, and I have not received access to the Data Room by unauthorised means; and (ii) I will not attempt to circumvent or disable any of the security features of the Data Room, and will not enable or allow others to access the Data Room using my authorisation to access the Data Room.

6 Neither the Owner nor their advisors (including without limitation Richmond Homes, Avestus Capital Partners, Knight Frank and/or Eversheds Sutherland LLP) represent the Information as being comprehensive or that the Data Room contains all information that may be desirable or necessary in order to evaluate the Proposed Transaction.

7 At the sole discretion of the Owner further information may be added to or removed from the Data Room at any time and the Information is subject to updating, expansion, revision and amendment. No obligation is accepted to update, expand, revise or amend the Information.

8 Neither the Owner nor its advisors accept any responsibility to inform any interested party or any of its advisors of any matter arising or coming to any of their notice which may affect any matter referred to in the Information (including but not limited to any error or omission which may become apparent after such party has been granted access to review the Information).

9 I, or my Affiliate(s) where relevant, shall immediately, upon ceasing to be interested in the Property or the Proposed Transaction, or upon the written request of the Owner at any time, either return to the Owner or destroy (at the Owner’ direction) all Information (to include any Personal Data (defined below), if any) in hard copy or soft copy form in my possession, or the possession of any Affiliate(s), and shall erase or ensure the erasure of all Information (to include Personal Data (defined below), if any) in electronic form stored or held on any of my, or my Affiliate(s) computers, electronic file storage systems or other electronic devices (other than copies of any computer records and/or files containing any Information which have been created pursuant to automatic archiving and back up procedures).

10 I acknowledge that the Information may contain “Personal Data” (within the meaning of the Data Protection Acts 1988 to 2018 as amended, modified or consolidated or, on and with effect from its effective date, by the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (the “Data Protection Laws”), and I undertake to keep secure, prevent unauthorised disclosure of and only use or deal with such Personal Data in accordance with the Data Protection Laws, and to procure that any of my Affiliate(s) also undertakes to do so.

11 I warrant and undertake (and shall procure that any of my Affiliate(s) with whom the Information is disclosed in accordance with these conditions shall warrant and undertake) to:

11.1 comply with the Data Protection Laws and all other applicable data protection laws and guidance including (without limitation) applicable laws relating to accessing, use and onward disclosure, distribution, exporting, archiving, maintenance and storage of Personal Data contained within the Information;

11.2 not modify, amend or alter the contents of the Personal Data within the Information or disclose or permit the disclosure of any of the Personal Data within the Information to any third party unless specifically authorised to do so in writing by the Owner;

11.3 implement and maintain such technical and organisational security measures as may be required to comply with the applicable Owner’s data security obligations in the Data Protection Laws; and

11.4 other than transfers of Personal Data to the Owner or to other third parties specified by the Owner, not under any circumstances transfer the Personal Data outside the European Economic Area unless authorised in writing to do so by the Owner.

12 The Information has not been independently verified. The sole purpose of making available the Information is to provide information to assist recipients in making their own evaluation of the Proposed Transaction. It is not intended to form the basis of any investment or acquisition decision. Accordingly, no information provided by the Owner or its advisors should be regarded as the giving of investment advice. None of the Information or any part thereof constitutes an offer, invitation or proposal by or on behalf of the Owner or any of its advisors.

13 I acknowledge and accept that neither the Owner nor its advisors (including without limitation Richmond Homes, Avestus Capital Partners, Knight Frank and/or Eversheds Sutherland LLP) are making any representations or warranties, express or implied, as to the accuracy or completeness of the Information, and no person, so far as permitted by law and except in the case of fraud, will have any liability with respect to any use or reliance upon any of the Information, for any loss or damage (whether foreseeable or not) suffered by, or costs or expenses incurred by, any interested party or any of its advisors from acting on, or refraining from acting because of any matter contained in or forming part of or omitted from the Information (regardless of whether the loss or damage arises in connection with any negligence, default, lack or care or misrepresentation arising in contract or equity on the part of the Owner or any of its advisors). 

14 I acknowledge that all Information is owned solely by the Owner, or where relevant its advisors (including without limitation Richmond Homes, Avestus Capital Partners, Knight Frank and/or Eversheds Sutherland LLP) and that its disclosure shall not confer on me or any Affiliate any rights (including any intellectual property rights) over the Information whatsoever.

15 These conditions are governed by the laws of Ireland.

By entering the Data Room you will be acknowledging that you have read, understood and agree to these Data Room conditions.