Intermediary terms and conditions

These terms and conditions (hereinafter referred to as “Terms”) set out the terms of the agreement between you (hereinafter referred to as “You” or “Your”) as the person or firm named in the registration form for the purposes of setting up an intermediary account with EIS Platforms Limited (herein after referred to as “EISP”). The intermediary account will allow you to access information via our website, currently under the trading name Growth Invest, (herein after referred to as the “Platform”) in order to manage and administer the investment portfolio of your Clients.

This Agreement should be read it in conjunction with the following documents, our privacy policy our website terms and conditions of use and our risk warning. Subject to the wording in the next paragraph, these Terms together with the documents listed here (hereinafter referred to as the “Agreement”) sets out the entire understanding between Us and You, governs all business between us and supersedes any previous terms and conditions which may have been displayed on the Platform or provided by either party to the other. The terms of this Agreement will apply, upon your completion or submission of the registration form or if already completed from the date that you are provided with a copy of these Terms.

In the event that we agree any additional terms and conditions with You (hereinafter referred to as “Additional Terms”), such Additional Terms will make reference to these Terms and include confirmation about which ones shall take precedence.

EISP may use a third-party nominee company in the provision of the services set out in this Agreement, who together with EISP shall be referred to as “We”, “Our” or “Us”. You may be a sole trader, a limited liability company, a partnership, a parent or holding company or company which operate as a network of intermediary firms and/ or business writers (network).

From time to time we may make changes to these terms, for example due to changes in legislation or changes in Our business requirements. We will endeavour to provide You with 30 days’ notice of any changes, however this may not always be possible if the change is because of a change in legislation, or by a regulator or in some instances for operational reasons. We will however endeavour to always let You know as soon as reasonably practical. Any new version of these Terms displayed on the Platform will automatically replace any previous version. In the event that you are not prepared to work with Us on the basis of any new version of these Terms You must contact Us to let Us know that You wish to terminate your relationship with Us.

GLOSSARY

In these Terms :

“Act” means the Financial Services and Market Act 2000, as amended from time to time or re-enacted.

“Client” means where appropriate, an individual who has nominated you to provide them with services (including advice) and/or for whom you are acting as agent.

“Confidential Information” means all information and materials made available by us either via the Platform or otherwise or by any third party in connection with an Investment. Or any information that you may provide to us that is marked as confidential.

“DPA” means the Data Protection Act 1998.

“FCA” means the Financial Conduct Authority, which expression shall include any replacement or substitute and any regulatory body or person succeeding, in whole or part, the functions of the FCA, or any other relevant supervisory body.

“Fund” means an investment fund that normally contains a portfolio of investments, the investment strategy for which is run by the fund Manager. This also includes funds that hold investments in Qualifying EIS Companies, Qualifying SEIS Companies, and /or Investee Companies.

“Investment” means the equity or other interest (as further described in the Subscription Agreement or any Prospectus that may be made available) to be acquired on your behalf by using the Subscription Funds provided by you.

“Product Terms” means the full terms and conditions and/ or policy provisions that apply and must be read by Your Clients before they purchase any Investment. Where applicable these include the Subscription Agreement, the Investor Terms and Conditions, the agreement provided by the Nominee, the Prospectus and any other related documents send or made available to You or Your Clients, all as amended from time to time.

“Manager” means the FCA regulated investment manager to the Fund that will act as the alternative investment manager to the Fund;

“Nominee” means Platform One Limited whose registered office is at Cedar House, 3 Cedar Park, Cobham, Wimborne, Dorset BH1 7SB, who provides an online investment administration and asset consolidation service and is authorised and regulated by the FCA (no. 542059), or such other third party that may fulfil such function with the prior consent of you and EISP.

“Prospectus” means the relevant prospectus for the Fund prepared, approved and issued by the Manager, including any Supplement issued and any sub-fund prospectus, as they may be further amended, supplemented, restated or otherwise modified from time to time;

“Subscription Agreement” means the form to be completed by you in order to apply to subscriber to make an Investment. The type of form will vary depending upon the type of Investment and will either be made available via the Platform or send to you in the post or by e-mail by EISP or a third party.

“Subscription Funds” means the funds provided by you for the purpose of investing in an Investment opportunity in accordance with these Terms.

“UK” means the United Kingdom of Great Britain and Northern Ireland, excluding the Channel Islands and the Isle of Man.

In these Terms, except where the context otherwise requires, any reference to:

  1. the singular includes the plural and vice versa;
  2. references to gender include references to all genders;
  3. unless otherwise stated, references to sub-clauses, clauses and Annexes are to sub-clauses, clauses and annexes to these Terms;
  4. the clause headings are for reference only and shall not affect the construction or interpretation of these Terms;
  5. references to any party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, assigns or transferees;
  6. references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted; and
  7. references to a “person” include any individual, company, corporation, firm, partnership, association, organisation, institution, trust or agency, whether or not having a separate legal personality; and
  8. the words “include” or “including” are to be construed as meaning without limitation.
  9. A reference to writing or written includes e-mails and other electronic communications messages including those delivered via the Platform.
  1. . AGREEMENT
    1. EISP does not have to accept any business from You or any of Your business writers. In particular, EISP will not accept any business from You if (i) you are not authorised or cease to be authorised to carry on business as an intermediary by the FCA; (ii) Your Client fails to meet any eligibility requirements (including UK residency) that may apply to any Investment.
    2. You warrant that You are authorised and regulated by the FCA in the conduct of investment business, and hereby warrant that You will remain at all times duly authorised to undertake the activities necessitated within this Agreement. You confirm that You will notify EISP promptly in the event that any authorisation You require to carry on business is suspended, modified or terminated. In the event that You submit business to Us in default of this clause 1.2, You acknowledge that We may hold You liable for any costs associated with the cancelation or re-writing of any such business.
    3. For the purposes of any Our dealings with the Client pursuant or resulting from this Agreement, You shall at all times be the agent for the Client within the meaning of the FSA rules. Accordingly, the parties acknowledge that We shall deem You as Our own client and You shall be categorised as a professional client within the meaning of the FSA rules. EISP may rely upon on You for any regulatory obligations to the Client. For the avoidance of doubt, You shall act as the principal in relation to any transactions resulting from this Agreement. In the event that You undertake to pass on monies to the Nominee in connection with this Agreement on behalf of Your Client, You confirm that You will do so promptly and without deduction.
    4. For the avoidance of doubt, You may not act as Our agent. Furthermore, while You may be acting as agent for the Client You acknowledge that You will be personally liable to EISP for compliance with the terms and conditions of the Agreement.
  2. . YOUR DUTIES AND RESPONSIBILIITIES
    1. You shall be responsible for conducting and complying with all necessary regulatory requirements as an independent financial advisor for the Client. This includes, without limitation, the suitability and/or appropriateness of the Investment assessment for the Client and any record keeping obligations associated with such process. Furthermore, You agree that We may rely on Your compliance with the obligation to act as an independent financial advisor and Your compliance with all regulatory obligations and compliance with any FSA rules that may apply to the transactions contemplated by this Agreement. You agree that you will provide EISP with such evidence as it may request to demonstrate your compliance with the obligations set out in this clause 2.1.
    2. You agree and acknowledge that You:
      1. will obtain all necessary data form the Client, in order to determine the suitability or appropriateness of an Investment to meet the Client’s investment goals, risk tolerance, limitations, financial circumstances and any other relevant information as required by FSA rules (the “Client Investment Strategy”).
      2. are responsible for determining whether the Investments are suitable for the Client, for the monitoring of the performance of the Investments and ensuring that they remain suitable for the Client based on the Clients Investment Strategy.
      3. will act lawfully and in good faith, with integrity and in a professional and diligent manner at all times and not act in any way that could adversely affect Our reputation.
      4. pass onto the Client promptly and without any amendment all relevant documents relating to the Product Terms, supplied by EISP or made available on its Platform, for the information of, or completion by, the Client and shall promptly pass to EISP any completed documents provided by the Client, together with any other information that We may reasonably request in connection with this Agreement. You confirm that you will use all reasonable endeavours to ensure that all information provided to Us is true, accurate and complete in all material respects.
      5. will be responsible for obtaining and maintaining the consent and authority of Your Client for Us to provide You with copies of statements and access to details on the Platform relating to the Client’s Investments.
      6. will comply with all anti-money laundering obligations and guidance issued by the FSA or otherwise relevant to this Agreement and comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010. Furthermore, You acknowledge and agree that You are solely responsible for compliance with the obligations set out in this clause 2.2 (f) and that You will provide Us with any information reasonably requested by Us in connection with the obligations set out in this clause.
      7. will, if requested, assist Us to undertake and complete Our obligation to confirm Client identification and upon request will provide Us with certified copies of documents and such other information or verification data as we may reasonably request.
      8. will ensure that You disclose to Your Client all remuneration and non-monetary benefits that the FSA requires You to disclose in respect of any transaction that may be undertaken pursuant to this Agreement.
      9. shall promptly forward to the Nominee all Subscription Funds in respect of the purchase of Investments transferred to You or sent to You by the Client. Furthermore, you acknowledge that EISP shall be entitled, without giving any prior notice to You, to cancel, in whole or part, any order or application where a payment remains overdue. This provision shall not be affected by any requirement to serve a cancellation notice in respect of the transaction in question, where applicable.
      10. shall in the case of a permitted sale of an Investment by a Client, pass a copy of the instructions from the Client to Us, whereby we will arrange for payment of any funds in accordance with the instructions of the Client.
      11. will not rely upon Us to advise a Client or to exercise any judgement on a Client’s behalf about the merits of, or the suitability of any transaction in any Investment.
      12. will not issue any advertising in relation to an Investment opportunity or in connection with the Platform or any of its contents, from time to time, unless it has been submitted to EISP in draft and EISP has authorised its use and any amendments required by EISP have been made. Furthermore, You acknowledge, that You will be responsible for obtaining all the requisite approvals from any relevant authority prior to undertaking any advertising or promotional activity.
      13. will act in accordance with any reasonable instructions that EISP may issue from time to time in connection with this Agreement and/or the use and operation of the Platform.
      14. will keep secure any security information, identifiers, passwords or log on details which may be provided to You to access information on the Platform or a third party’s computer system. You agree to inform Us immediately if any such details are lost or stolen or if one of Your employees, agents or subcontractors ceases to be entitled to have access.
      15. will not use any of our trademarks or copyright materials other than as approved in advance by Us in writing.
  3. . REMUNERATION
    1. The Investment opportunities available via the Platform may include the payment of charges to You on Your Client’s behalf. You agree to notify Us promptly of any Remuneration agreed between You and Your Client and confirm that prior to providing such information to US, You will (a) provide and explain to Your Client Our terms and conditions for facilitating Remuneration; (b) arrange for Your Client to provide Us with clear instructions about the level of Remuneration to be paid; (c) set the Remuneration level in accordance with any Product Terms that may apply; and (d) comply at all times with all fee obligations including Remuneration disclosure requirements in accordance with FSA rules. You warrant that any instructions You pass to Us with respect to Remuneration shall be made in good faith and upon the authority of Your Client and agree to provide EISP with documentary evidence of such authorisation upon request.
    2. You acknowledge that (a) We are not party to the Remuneration arrangements between You and Your Client and nor are we responsible for setting the Remuneration payable; (b) We are unable to pay you any Remuneration unless your Client has provided Us with sufficient funds; (c) in certain circumstances we may instruct the Manager or Nominee to deduct charges from Your Client’s Investments and credit them to your account; (d) that VAT will only be added to Remuneration that is a taxable supply for VAT purposes if You have provided Us with VAT registration details and provided Us with a valid VAT invoice; and (e) upon payment of any Remuneration to You the obligation of your Client to pay you any related fees shall be discharged.
    3. You acknowledge that We do not have to accept any instructions from Your Clients to facilitate the payment of Remuneration and that We shall not be liable for any failure to act in accordance with their instructions. In particular, You also acknowledge that we reserve the right not to Remunerate You if:
      1. You or Your Client instructs us not to do so.
      2. If two or more intermediaries are claiming Remuneration in respect of the same transaction. In such circumstances EISP shall make a decision about which intermediary to pay which shall be final.
      3. Your Client appoints a new intermediary or you cease to act for them or You advise us that You have stopped providing the services to which the Remuneration relates;
      4. You have breached these Terms or any warranty that You have given shall cease to be true and accurate in all respects.
      5. You cease to be authorised by the FCA, Your registration is suspended, any business You have submitted is outside the scope of Your permissions or you do not have, or cease to have the necessary regulatory permissions to continue providing services to which the Remuneration relates.
      6. If either Party terminates this Agreement or if We have advised You that we are not accepting any further business from You.
      7. If the Client does not pay any contributions at all or terminates the contract for the business placed with Us.
      8. You cease to trade, enter administration, enter into a voluntary arrangement with creditors, have filed against You a petition for or pass a resolution for bankruptcy or winding up or if You are a sole trader You die.
      9. If You are charged or convicted of any offence of dishonesty including fraud or theft.

      You agree to advise EIPS immediately if any of the above circumstances arise.

    4. If any right of cancellation is exercised, whether statutory or otherwise, any Remuneration (including VAT) paid to You in respect of the transaction shall forthwith be repaid by the You to EISP. All or any Remuneration (and any VAT) otherwise due to be repaid by You (weather due to the exercise of a right of cancellation, any payment made by Us in error, any refund we have made directly to Your Client or otherwise) may be deducted by EISP from any other amount of Remuneration due from EISP to You.
    5. Payment of any Remuneration due to You will be made in accordance with our normal payment cycle which shall be no less frequent than every three months.
  4. . LIABILITY
    1. Nothing in this Agreement will operate to exclude or restrict EISP’s liability for death or personal injury caused by its, its employees or subcontractors negligence. Furthermore, nothing in this Agreement shall operate to restrict EISP’s liability relating to fraud, wilful default or fraudulent misrepresentation, or any liability that cannot be excluded by law.
    2. Subject to clause 4.1 above, EISP has no to liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, or for any indirect or consequential loss or cost which you may suffer or incur arising out of our acts or omissions, however that loss, liability or cost is caused and regardless of whether it was foreseeable or not.
    3. EISP shall have no liability for the actions and/omission of any third party that acts as Nominee, Manager, or any other person or entity that holds money, investments or documents of title in any Investment or Investee Company.
    4. EISP we will not be liable for any loss in value which any Investment may suffer, loss of any tax benefits howsoever caused, or for our failure to process any instruction to make an investment or for any failure, interruption or delay in the performance of our obligations resulting from acts, events or circumstances that are not reasonably within our control. Acts, events or circumstances that are not reasonably within our control, may for example, include: the acts or regulations of any governmental, supranational body or authority; breakdown, failure or malfunction of any telecommunications or computer service or services; disruptions to stock markets and acts of war, terrorism, civil unrest or natural disaster.
    5. You agree to indemnify and keep indemnified EISP and its affiliates, subsidiaries and representatives from all losses, liabilities, damages and claims that reasonable and verifiable expenses that EISP and its affiliates, subsidiaries and representatives may suffer or incur in connection with or arising from:
      1. any failure by You to comply with the provisions of the Act or any other statute or any regulations made thereunder or any rules of the FSA;
      2. any breach by You of these Terms; or
      3. if You infringe our intellectual property or any intellectual property you provide to us infringes the intellectual property rights of a third party.
  5. . TERM AND TERMINATION
    1. This Agreement shall commence on the date that it is accepted by you by providing confirmation via the Platform and shall continue until such time until the Investment has been disposed of unless terminated earlier in accordance with the provisions set out in this section 5.
    2. Either party my terminate this Agreement at any time by giving written notice of termination.
    3. Termination of this Agreement shall be without prejudice to any rights that may have accrued to any Party against the other before termination became effective and any provisions of these Terms which is expressly or by implication is intended to come into or continue in force after termination will not be affected by any termination.
    4. We will not pay You any Remuneration relating to any period after termination.
  6. . CONFIDENTIALITY
    1. Except as provided by Conditions 6.2 and 6.3, each Party shall at all times during the term of the Agreement and after the termination or expiry of the Agreement:
      1. treat in confidence the other’s Confidential Information and not disclose the other’s Confidential Information to any other person; and
      2. not use any Confidential Information for any purpose other than for the performance of its obligations under the Agreement.
    2. Any Confidential Information may be disclosed by the Party to whom it is disclosed or to whose attention it comes (the “Recipient”) to:
      1. any court, governmental or other authority or regulatory body (including, without limitation, the FCA);
      2. any employees, agents, consultants or sub-contractors of the Recipient; or
      3. the Nominee (or any replacement provider of the Investment account<% /* nominee services*/ %>), and any authorised agent acting for either of them from time to time in relation to the matters with which the Agreement is concerned, to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law, and subject in each case to the Recipient using its reasonable endeavours to ensure that the person to whom it discloses Confidential Information keeps the same confidential.
    3. Subject to Condition 6.2, any Confidential Information may be used by the Recipient for any purpose, or disclosed by the Recipient to any other person, to the extent only that:
      1. it is at the time that this Agreement commences, or thereafter becomes, public knowledge through no fault of the Recipient (provided that in doing so the Recipient shall not disclose any Confidential Information which is not public knowledge); or
      2. it can be shown by the Recipient, to the reasonable satisfaction of the disclosing Party, to have been known to the Recipient (other than as a result of a breach of confidence) prior to its being disclosed by the disclosing Party to or otherwise coming to the attention of the Recipient under or in connection with this Agreement.
    4. Upon termination or expiry of the Contract, each Party shall ensure that all Confidential Information belonging to another Party (in whatever medium the same is recorded or held) is returned, deleted or destroyed according to the written instructions of the other Party save that copies of any documentation may be retained by a Party where it is necessary in order to fulfil a regulatory or legal obligation to keep such records.
  7. . GENERAL
    1. No failure on the part of either party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement shall operate on a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
    2. Each of the provisions in this Agreement are separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
    3. EISP represents and warrants that it shall act in compliance with any FCA rules that may apply to it from time to time relating to its handling of conflicts. EISP implements and maintains a conflicts of interest policy and will make a copy available on request. EISP may hold investments in any Investee Company and may provide them with other services to support their business.
    4. EISP may assign this Agreement in whole or part and at its sole discretion to any other group company. EISP will advise you if it makes any such assignment. This Agreement is personal to you and may not be assigned by you. We may delegate any of our functions under these terms to a third party of our choosing which is competent (and if relevant, appropriately regulated) to perform such functions.
    5. Nothing in this Agreement shall be construed to create a partnership, agency or joint venture between the parties.
    6. A person who is not party to this Agreement has no rights under the Contracts (Right of Third Parties) Act 1999, to enforce any of its provisions.
    7. This Agreement contain all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.
    8. Each of the provisions in this Agreement are separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
    9. EISP represents and warrants to you that it is appropriately registered under the DPA for all purposes related to the performance of its obligations and functions under this Agreement, and further represents and warrants that it shall maintain such registration, comply with all applicable data protection legislation during the term of this Agreement. Further details in relation to our storage and use of personal data is set out in our privacy policy.
  8. . NOTICES
    1. EISP may send any communications to you at the address which you provide to us in the application form (or to any other address that you may notify to us in writing from time to time). You may communicate with us at the address at the bottom of these Terms.
    2. Notice sent by first class post is deemed to have arrived on the second business day after posting. Notice sent by fax or email or hand delivered is deemed to be delivered immediately (or on the next business day if sent after 5pm on a business day or on a day which is not a business day). Telephone calls may be recorded or monitored for our mutual protection.
    3. We reserve the right to send documents and communication directly to Your Clients where this is necessary, including legal reasons. We may also monitor e-mails and/ or record calls for the purposes of training and monitoring the performance of obligations.
  9. . GOVERNING LAW AND JURISDICTION
    This Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

OUR DETAILS

The Platform is owned and operated EIS Platforms Limited. If you have any questions in relation to its use or contact details are set out below.

GrowthInvest
Candlewick House
120 Cannon Street
London
EC4N 6AS
United Kingdom

Email: enquiries@growthinvest.com
Telephone: 020 7071 3945