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 (hereinafter referred to as “EISP”). The intermediary account will allow you to access information via our website, currently under the trading name GrowthInvest, (hereinafter 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, our investor terms and conditions, 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 to any additional terms and conditions with You, including those that may be set out in any Agreement for the provision of Management & Administrative Services that We agree 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 one or more third-party Nominee, Custodian or Receiving Agent companies and services of other third parties 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 operates 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 and will send an email notifying you of any changes you as soon as we are reasonably able to do so. 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:
“Acts” means the Financial Services and Market Act 2000 and the Financial Services Act 2010, 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 an 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.
“Custodian” means a person appointed by us from time to time to provide the receiving agent and/or custody services in respect of the Investments and who will hold any funds received from Investors as client money in accordance with the FCA Rules. Custodian services will be provided by one or more of the following (i) Woodside Corporate Service Limited, 4th Floor, 50 Mark Lane, London EC3R 7QR, who is authorised and regulated by the FCA (no. 467652) (ii) James Brearley & Sons Limited whose registered office is at Unit 2, Burton Road, Blackpool FY4 4NW, who is authorised and regulated by the FCA (no. 189219); (iii) Platform One Limited whose registered office is at Peartree Business Centre, Cobham Road, Wimbourne, Dorset, BH21 7PT, who is authorised and regulated by the FCA (no. 542059);
“Data Protection Legislation” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) EU Regulation 2016/679 (“GDPR”); (ii) GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (iii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR; (iv) in the UK, the Data Protection Act 2018 (“DPA”); (v) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/ EC); and (vi) in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time.
“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.
“FCA Rules” means the rules, codes and guides issued by the FCA from time to time.
“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.
“GDPR” means (i) EU Regulation 2016/679 (“GDPR”); (ii) GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”);
“Investment” means the equity or other interest (as further described in the Subscription Agreement or any Prospectus that may be made available) and including, without limitation possible investments in companies qualifying under the provisions for Enterprise Investment Schemes, Seed Enterprise Investment Schemes, EIS & SEIS Funds, Investment Trusts, Venture Capital Trusts, Inheritance Tax Products, Bonds, Discretionary Management Services, Companies or Special Purpose Vehicles to be acquired on your behalf by using the Subscription Funds provided by you.
“Investee Company” means any company which is seeking to raise funding via the Platform.
“Manager” means the FCA regulated investment manager to the Fund that will act as the alternative investment manager to the Fund;
“Nominee” means one or more of the following: (i) GrowthInvest Nominees Limited whose registered office is at 4th Floor, 50 Mark Lane, London EC3R 7QR, an affiliate of Woodside Corporate Service Limited (ii) WSC Nominees Limited whose registered office is at 4th Floor, 50 Mark Lane, London EC3R 7QR; (iii) James Brearley CREST Nominee Limited whose registered office is at Walpole House, Unit 2, Burton Road, Blackpool FY4 4NW,); (iv) Platform One Nominee Limited whose registered office is at Peartree Business Centre, Cobham Road, Wimbourne, Dorset, BH21 7PT; and (v) such other third parties that may fulfil such function upon their appointment by EISP from time to time.
“Personal Data” means as such term is defined in Data Protection Legislation.
“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
“Prospectus” means the relevant Prospectus or Information Memorandum 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 subscribe 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 sent 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:
(a) the singular includes the plural and vice versa;
(b) references to gender include references to all genders;
(c) unless otherwise stated, references to sub-clauses, clauses and Annexes are to sub-clauses, clauses and annexes to these Terms;
(d) the clause headings are for reference only and shall not affect the construction or interpretation of these Terms;
(e) 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;
(f) 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
(g) 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
(h) the words “include” or “including” are to be construed as meaning without limitation.
(i) A reference to writing or written includes e-mails and other electronic communications messages including those delivered via the Platform.

1. AGREEMENT
1.1 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.
1.2 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.
1.3 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 FCA 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 FCA rules. Notwithstanding EISP’s own regulatory obligations, EISP may rely upon You for certain 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 Custodian or Nominee in connection with this Agreement on behalf of Your Client, You confirm that You will do so promptly and without deduction.
1.4 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, other than to the extent that a liability arises as a direct result of a Client’s breach of the Investor Terms and Conditions, You will be personally liable to EISP for compliance with the terms and conditions of the Agreement.

2. YOUR DUTIES AND RESPONSIBILITIES
2.1 Other than as may be set out in any Additional Terms, You shall be responsible for conducting and complying with all necessary regulatory requirements either as a financial adviser or other FCA regulated firm (“Intermediary”) for the Client. This includes, without limitation, the suitability and/or the 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 a financial adviser or an Intermediary and Your compliance with all regulatory obligations and compliance with any FCA 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.
2.2 You agree and acknowledge that, other than as may be set out in any Additional Terms, You:
a) 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 FCA rules (the “Client Investment Strategy”).
b) 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 Client’s Investment Strategy.
c) 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.
d) 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.
e) 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.
f) will be responsible for ensuring that Your Client maintains adequate funds in their client account, to enable the timely payment of any fees and charges to that become due to Us or the Custodian or Nominee in accordance with this Agreement and for any transactions undertaken via the Platform or Investment holding held on the Platform or with the Custodian or Nominee.
g) will comply with all anti-money laundering obligations and guidance issued by the FCA 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 responsible for compliance with the obligations set out in this clause 2.2 (g) and that You will provide Us with any information reasonably requested by Us in connection with the obligations set out in this clause.
h) will, if requested, assist Us to undertake and complete Our obligation to confirm Client Identification and screening against financial sanctions lists and politically exposed person lists and upon request will provide Us with certified copies of documents and such other information or verification data as we may reasonably request.
i) will ensure that You disclose to Your Client all remuneration and non-monetary benefits that the FCA requires You to disclose in respect of any transaction that may be undertaken pursuant to this Agreement.
j) shall promptly forward to the Custodian or 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.
k) 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.
l) 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.
m) 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, or an agreed format and template has been agreed and signed off in advance. 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.
n) 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 or any services provided by a Custodian or Nominee.
o) 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.
p) will not use any of our trademarks or copyright materials other than as approved in advance by Us in writing.

3. REMUNERATION

3.1 The Investment opportunities available via the Platform may include the payment of charges to You on Your Client’s behalf and/ or payments for services We provide. 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 to You; (c) set the Remuneration level in accordance with any Product Terms that may apply; (d) ensure that your Client retains adequate funds within their Client Accounts to pay in a timely manner any fees and charges that are to be deducted from such account(d) comply at all times with all fee obligations including Remuneration disclosure requirements in accordance with FCA 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.

3.2 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, Custodian 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.

3.3 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:
a) You or Your Client instructs us not to do so.
b) 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.
c) 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;
d) You have breached these Terms or any warranty that You have given shall cease to be true and accurate in all respects.
e) 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.
f) If either Party terminates this Agreement or if We have advised You that We are not accepting any further business from You.
g) If the Client does not pay any contributions at all or terminates the contract for the business placed with Us.
h) 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.
i) If You are charged or convicted of any offence of dishonesty including fraud or theft.
j) You agree to advise EISP immediately if any of the above circumstances arise.
3.4 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 (whether 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.
3.5 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

4.1 Nothing in this Agreement will operate to exclude or restrict EISP’s liability for death or personal injury caused by its, its employees or subcontractor’s 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.

4.2 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.

4.3 EISP shall have no liability for the actions and/omission of any third party that acts as Nominee, Custodian, Manager, or any other person or entity that holds money, investments or documents of title in any Investment or Investee Company.

4.4 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.

4.5 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:
(a) Any failure by You to comply with the provisions of the Acts or any other statute or any regulations made thereunder or any rules of the FCA;
(b) Any breach by You of these Terms; or
(c) 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

5.1 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.

5.2 Either party may terminate this Agreement at any time by giving written notice of termination.

5.3 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.

5.4 We will not pay You any Remuneration relating to any period after termination.

6. CONFIDENTIALITY
6.1 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:
(a) treat in confidence the other’s Confidential Information and not disclose the other’s Confidential Information to any other person; and
(b) not use any Confidential Information for any purpose other than for the performance of its obligations under the Agreement.
6.2 Any Confidential Information may be disclosed by the Party to whom it is disclosed or to whose attention it comes (the “Recipient”) to:
(a) any court, governmental or other authority or regulatory body (including, without limitation, the FCA);
(b) any employees, agents, consultants or sub-contractors of the Recipient; or
(c) the Custodian and Nominee (or any replacement provider of the Investment account), 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.
6.3 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:
(a) 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
(b) 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.
6.4 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
7.1 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.
7.2 Each of the provisions in this Agreement is 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.
7.3 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.
7.4 EISP may assign this Agreement in whole or part and at its sole discretion to any other group company. EISP will provide you with at least 30 days prior notice, if it intends to make 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.
7.5 Nothing in this Agreement shall be construed to create a partnership, agency or joint venture between the parties.
7.6 A person who is not a party to this Agreement has no rights under the Contracts (Right of Third Parties) Act 1999, to enforce any of its provisions.
7.7 This Agreement contains 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. You acknowledge that you have not relied on any statement, representation, assurance, warranty or promise made or given on behalf of us which is not set out in these terms and on this basis, you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
7.8 Each of the provisions in this Agreement is 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.
7.9 EISP represents and warrants to you that it is appropriately registered under the Data Protection Legislation 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 are set out in our privacy policy.

8. NOTICES
8.1 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 us in writing from time to time). You may communicate with us at the address at the bottom of these Terms.
8.2 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.
8.3 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
9.1 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.

9.2 These terms are subject to the FCA Rules and in the event of any conflict between the FCA Rules and these terms, the FCA Rules shall prevail.

10. OUR DETAILS
The Platform is owned and operated by EIS Platforms Limited, trading as GrowthInvest. If you have any questions in relation to its use or contact details are set out below.
GrowthInvest
Warnford Court
29 Throgmorton Street
London
EC2N 2AT
United Kingdom
Email: enquiries@growthinvest.com
Telephone: 0300 303 0037

This document (hereinafter referred to as the “Terms”) is important and you should read it carefully in conjunction with the following documents, our privacy policy, our website terms and conditions of use and our risk warning. These Terms together with the documents listed here constitute our agreement with you (hereinafter referred to as our “Agreement”). It is important that you read and understand the Agreement and the risk warnings and policies referred to above before you complete any Subscription Agreement and before you accept these Terms. If you have any questions, you should consult a financial adviser who is qualified and authorised to give investment advice. We can’t provide you with any financial advice, but if you have any questions about the application process please feel free to contact us. Our details are in the contact section on our website and at the end of these Terms.

This Agreement is a legally binding contract under which we both have rights and obligations to each other. This Agreement sets out the terms of the Agreement between you (hereinafter referred to as “you” or “your”) as the individual named in the registration process for the purposes of using the services provided by EIS Platforms Limited (herein after referred to as “EISP”) on its website, currently under the trading name Growth Invest, (herein after referred to as the “Platform”). EISP may use a third-party nominee company in the provision of the services who together with EISP shall be referred to as “we” or “us”.

GLOSSARY

In these Terms :

"Business Day" means a day that the London Stock Exchange is open for business.

"Closing Date" means the date that an Investment round of funding may be completed. The Closing Date shall be determined by us in conjunction with Investee Company or may be determined by the Manager.

"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.

"EIS" means the Enterprise Investment Scheme established under Part 5 of the Income and Taxes Act 2007.

"EIS Qualifying Company" means a company that qualifies for investment in accordance with the provisions of EIS.

"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.

"Investee Company" means any company which is seeking to raise funding via the Platform.

"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;

"SEIS" means the Seed Enterprise Investment Scheme enacted by the Finance Act 2012 and established in Part 5A of the Income and Taxes Act 2007.

"SEIS Qualifying Company" means a company that qualifies for investment in accordance with the provisions of SEIS.

"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.

"Qualifying Investment" means an investment in a SEIS Qualifying Company or EIS Qualifying Company or a Fund which includes such companies.

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

the singular includes the plural and vice versa;
references to gender include references to all genders;
unless otherwise stated, references to sub-clauses, clauses and Annexes are to sub-clauses, clauses and annexes to these Terms;
the clause headings are for reference only and shall not affect the construction or interpretation of these Terms;
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;
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
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
the words “include” or “including” are to be construed as meaning without limitation.
A reference to writing or written includes e-mails and other electronic communications messages including those delivered via the Platform.

AGREEMENT
1. This Agreement sets out the entire understanding between us and you and supersedes any previous terms and conditions which may have been displayed on the Platform or provide by EISP to you. The Platform includes other information and materials however these DO NOT form part of this Agreement. Your use of the Platform and any services that may be provided by EISP is conditional upon your acceptance of this Agreement. In the event that you do not agree with these terms you should cease to use the Platform and any other services provided by EISP immediately. In the event of any conflict between these these terms and the conditions set out in any Subscription Agreement, the Subscription Agreement shall prevail.
2. In fulfilling the services to be provided by EISP in relation to this Agreement, you may also need to agree to terms and conditions of third-parties, these may include the Nominee and /or the Manager of a Fund. In such circumstances the terms and conditions imposed by these third parties will be made available to you for review and approval before the subscription process for an Investment is completed. These are important documents and will include details of management and other fees that will be payable by you and should therefore be reviewed carefully. You should note that EISP is acting as a gateway to the services provided by these third parties and we accept no liability whatsoever for any of their acts or omissions.
3. 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 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.
4. EISP does not provide you with any advice (this includes taxation advice, investment advice, legal advice or any other advice connected with any services it may provide or offer, or transactions that take place via its Platform. You warrant to us that in the event that you enter into any Investment opportunity that may be made available on the Platform from time to time you are doing so entirely based upon your own assessment of the risks and effects associated with such decision.
5. If you are an individual EISP will treat you as a “retail” client for the purposes of the Financial Conduct Authority rules (you can review details on their website www.fca.org.uk) unless we advise you otherwise. During the registration for the Platform you will may have provided answers to questions that allow you to provide self-certification. You warrant to us that any answers you provided were provided entirely by you and without any help from anyone else, that they are accurate and genuinely apply to you. In the event that your circumstances change or you wish to change your client classification you should advise us. While we will consider your request, we are not bound to accept it.
YOUR INVESTMENT DECISION
1. All decisions as to whether to subscribe or make an Investment are at all times your sole responsibility. Furthermore, while we or third parties may make information available in relation to any Investment opportunity we are not responsible for (i) the accuracy or completeness of any such information; (ii) providing you with any advice with regards to the merits, risks, suitability, appropriateness or consequences of any Investment; (iii) undertaking any due diligence in relation to the Investment or checking or confirming any information that may have been provided to EISP, or third-parties acting on its behalf, in order to categorise a due diligence level on the Platform; or (iv) the provision of any activity whatsoever that could constitute the provision of investment services to you.
2. You acknowledge that EISP has no responsibility for monitoring the performance of any Investment or any ongoing service that may be provided to you by your financial advisor and that we have no liability for any losses you may suffer as a result of any advice provided to you by any third party, including your financial advisor. Furthermore, you acknowledge and accept it is your responsibility to keep your financial circumstances and objectives under review and confirm that we have not provided you with any investment advice, taxation advice, or recommendations in respect of the Investments.
3. You confirm that you have read and understood the risks warnings associated with making an Investment and appreciate that the nature of the Investments on the Platform make them unlikely to be readily realisable, i.e. they may be difficult or impossible to sell.
4. Once you have submitted your Subscription Agreement and provided the Subscription Funds it can’t be cancelled. If your circumstances change and you change your mind with regards to an Investment, please let us know as soon as possible. We are unable to provide you with any guarantee but if your Subscription Funds have not been invested we may be able to return them less any fees and expenses we incur or which may be levied by us, the Nominee or Manager.
SERVICES PROVIDED BY EISP AND VIA THE PLATFORM
1. We will only start to provide services once we have received your duly completed Subscription Agreement and we have successfully and to our satisfaction undertaken the customer due diligence checks required by any applicable rules and have received your cleared Subscription Funds. We reserve the right not to accept any Subscription Agreement at our option for any reason we may decide and acting in good faith. In the event that EISP rejects a Subscription Agreement for any reason it will arrange to return any Subscription Funds paid in respect of such Investment opportunity as soon as reasonably possible.
2. The due diligence procedures referred to in Clause 3.1 above include requiring proof of your identity and of your address. We may undertake an electronic search for the purposes of verifying your identity and address. To do so, we may check the details you supply against your particulars on any database (public or otherwise) to which we have access. We may also use your details in the future to assist other companies for verification purposes. A record of this search will be retained. If we cannot verify your identity, we may ask you to provide, among other things, a recent, original bank statement and an original HMRC Tax Notification, or a copy of your passport certified by a bank, solicitor or accountant or a client verification certificate from your Financial Advisor. By accepting the Agreement, you consent to EISP carrying out the checks referred to in Clause 3.1 above, and you agree that we may pass on such information as we consider necessary to comply with any such regulatory requirements.
3. You warrant that any Subscription Funds you provide belong to you and that any Investments will belong to you and shall at all times belong to you and shall remain free of any charge, lien or pledge. You also warrant that all information you provide to us is accurate and complete in all material respects and confirm that you will notify us as soon as possible in the event of you becoming aware of any inaccurate or incomplete information you may have provided to us.
4. We will acknowledge receipt of your Subscription Agreement and once we have received cleared Subscription Fund we will begin the investment process or its co-ordination in accordance with the timescales indicated on the Platform or in the Prospectus or as we may otherwise advise in relation to a particular type of Investment. It should be noted that for certain types of Investments, e.g. Funds the investment process will be undertaken by the Manager.
5. EISP currently offers, via its Platform, various Investment opportunities for investors to invest in tax efficient structures regulated by the FCA – these include:
  EIS Investments;
  
  SEIS Investments;
  
  EIS and SEIS Funds;
  
  Investment Trust;
  
  Bonds;
  
  Discretionary Management Services; and
  
  Companies or special purpose vehicles.
6. The Platform offers the opportunity for making Investments in companies or Funds which may include Qualifying Investments. However, EISP does not give any guarantee or make any representation that any such Investment will remain a Qualifying Investment. Any taxation which may become payable in relation to any Investment or the disposal thereof shall be your responsibility. For the avoidance of doubt, in the event that an Investment ceases to be a Qualifying Investment then it shall be your liability to account to HMRC for any tax liability that may arise and EISP shall not in any way be liable for any tax liability that may arise.
7. We will accept the transfer of your existing investments from other managers so that they can be viewed on the Platform. If you want to transfer investments from another manager you will need to complete a transfer of authority form and return it to us. Please contact us if you are interested in making a transfer.
8. Any Investments you hold on the Platform, including any share certificates, title of ownership or related documents will be held in the name of the Nominee. Any Subscription Funds you provide will be sent directly to the Nominee and not to EIS. We will, keep or procure that the Nominee keeps records to show that you are the beneficial owner of the Investments and/ or Subscription Funds. You confirm that you consent to the Investments being held in the name of the Nominee.
9. You consent to receiving statements, reports or other information that may be provided in relation to any Investment being provided via the Platform and for copies of the same to be made available to EISP. EISP will use its reasonable endeavours to make all such information in relation to an Investment available for review on the Platform.
10. Fees due to EISP will be charged to the Investee Company or Manager on the Closing Date or, if different, the date that the Investment process is completed. In some circumstances an Investment may be subject to annual charges, initial charges and success fees, details of which will be set out in the Prospectus. Furthermore, in the event that you have engaged the services of a financial advisor they will typically be due an advisor fee and should have provided you with information concerning the basis of their charges. In each of these circumstances you give EISP authority to deduct, or instruct the Nominee, to deduct any fees or charges, with any appropriate taxes applied e.g. value added tax, that may be due to it or a third party from any Subscription Funds held by the Nominee.
LIABILITY
1. We will always aim to act in good faith and with due diligence in the provision of our services. 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.
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. By either party in the event that EISP ceases to be permitted by law or authorised as an Authorised Representative Firm to provide the services contemplated by this Agreement.
3. At any time, by EISP, by giving you not less than one months’ written notice of termination.
4. With the prior consent of EISP and the Nominee in the event that you wish to have all the Investments transferred into your name personally or to a different provider of custody, administration and Investment account.
5. By you in the event that EISP is dissolved or ceases to trade.
6. By either party in the event that the other has committed a material breach of the Agreement, has been requested to rectify it and has failed to do so within 10 Working Days of the receipt of the request.
7. Upon termination of this Agreement the Investments will still be held be in the name of the Nominee and you should refer to their terms and conditions if you wish to transfer the Investments into your name personally or to a different provider of custody, administration and Investment account.
8. 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. Furthermore, the terms of the Agreement will continue to apply until all outstanding transactions have been completed and discharged.
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), 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.
COMPLAINTS
1. We believe you deserve a courteous, fair and prompt service. We strive to treat all our customers fairly.
2. If you feel something isn’t right then please let us know by emailing us at complaints@growthinvest.com. Or if you prefer to telephone or write our details are on our contact page.
3. If there is an occasion when our service does not meet your expectations please contact us to help us deal with your issue quickly and effectively. As an Appointed Representative firm, we are obliged to follow best practice and the FCA guidelines. These are available here (https://fshandbook.info/FS/html/FCA/DISP).
4. When we receive your complaint we will respond within 7 Working Days via email or if the complaint was by letter, the reply will be sent first class on the 7th Working Day after the complaint was received. We will acknowledge the complaint within 5 business days of receiving it and keep you informed of progress and do our best to resolve matters to your satisfaction within 8 weeks. If we are unable to do this, you may be entitled to refer the complaint to the Financial Conduct Authority or Financial Ombudsman Service.
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.
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.
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

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