Guinness VCT : GrowthInvest

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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