Investor Terms and Conditions
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 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, the terms and conditions of any third-parties that may be engaged to provide services in relation to 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 (and if applicable any Appointed Representative that you may appoint) 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 third-party nominee companies and other third-parties in the provision of the services who together with EISP shall be referred to as “we”, “us” or “us”. Access and use of the services provided by third-parties is further explained in clause 1.2. You should ensure that you read the term and conditions of any third-parties that are made available to you in conjunction with these Terms, via the Platform or otherwise. In particular your acceptance of these Terms will also be deemed to confirm your acceptance of any third-party terms and conditions that are made available to you.
You may in certain circumstances appoint an Authorised Representative (including independent Financial Advisers) to utilise the functionality and services we provide on your behalf. In such circumstances these terms and conditions extend to their use of any services set out in this Agreement and any such Authorised Representative shall also be subject to these terms and conditions. In the event that an Authorised Representative undertakes any obligations or actions on your behalf you consent to EISP acting upon their instructions as if they were your own and communicating and providing them with any necessary information, documents or other information.
GLOSSARY
In these Terms :
“Authorised Representative” means a person authorised by an Investor to access the Platform, use its functionality and make undertake/or make Investment decision on such Investors behalf, including, but not limited to an Adviser, a trustee acting for a trust Investor, or a director of a corporate Investor.
“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.
“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 (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.
“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.
“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) to be acquired on your behalf by using the Subscription Funds provided by you. An investment may be made in a qualifying EIS Company, a qualifying SEIS Company, a Fund, Investment Trust, Venture Capital Trust (VCT), Bonds, Discretionary Management Services, Inheritance Tax Products (IHT), Business Relief Product, Company, Special Purpose Vehicle or other investment products made available via the Platform.
“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.
“Prospectus” means the relevant prospectus or Memorandum for the Fund or an Investment 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 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 (i) investing in an Investment opportunity in accordance with these Terms; and (ii) to cover the payment of any fees or charges as may be set out in this Agreement or applicable third-party terms and conditions.
“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:
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.
- AGREEMENT
- 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 or via third-parties 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 terms and the conditions set out in any Subscription Agreement, the Subscription Agreement shall prevail.
- Use of the Platform and the delivery of the services provided by EISP in relation to this Agreement, may also include services provided by a number of third-parties, for example a Custodian, the Nominee and /or the Manager of a Fund. 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. The services provided by any third-parties may be subject to additional terms and conditions and, if required, these will either be made available to you (i) via the Platform; (ii) as EISP may otherwise advise you; or (iii) may be accessed via the links at the end of this clause. These are important documents and should be reviewed carefully, they include, amongst other provisions, details of management and other fees that may be payable by you and other rights and obligations relating to your use of their services. By accepting these terms, you are also confirming that you have reviewed the terms and conditions, and other relevant policies, of any third-parties that have been made available to you and confirm your acceptance of the same. In particular, you should note that you will become a direct client of the relevant third-party custodians. Our preferred custodians for new investments are Woodside Corporate Services, with whom accounts will be open for all clients, and James Brearley and Sons who we use for the majority of listed investments including VCTs. An investment account will typically be opened with both of these custodians upon initial application for a GrowthInvest client account. GrowthInvest clients with accounts from prior to December 2019, may also have assets custodied by Platform One Limited. Where available, you can find a copy of the terms and conditions, and other relevant policies, for the third parties that may be engaged to provide custodian, nominee, order execution services and related services via the following links:
a) Woodside Corporate Service Limited – click here
b) Platform One Limited – click here
c) James Brearley & Sons Limited – click here - From time to time we may make changes to these terms, for example due to changes in legislation or changes in our business requirements. From time to time third-parties engaged to provide services in relation to this Agreement, may also elect to make changes to their terms and conditions. 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, including for example an improvement to security and/or functionality. We will however endeavour to always let you know as soon as reasonably practical. Any new version of these terms or links to the terms applicable to services provided by third-parties displayed or included on the Platform will automatically replace any previous version. If you are unhappy with any changes, we or a third-party make, or propose to make, you can terminate these terms and conditions in accordance with the provisions in section 5.
- 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.
- 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.
- The Platform is designed for use in the United Kingdom only, therefore in the event that you use the Platform or any of our Services from outside the United Kingdom you shall be responsible for compliance with all applicable laws.
- EISP shall at all times retain ownership of all Intellectual Property Rights in the Platform. Your use of the Platform is granted in the form of a licence solely for the purpose of receiving the Services for the duration of this Agreement and only to the extend necessary. Furthermore, you shall not (a) attempt to copy, modify, duplicate, download, publish, transmit or distribute any part of the Platform or its contents; (b) use the Platform or any of its contents to provide services to a third party (other than an Authorised Representative acting on behalf of an investor as envisaged in this Agreement); or (c) licence, sell, transfer, assign, distribute, display, disclose, utilise of otherwise commercially exploit the Platform or the Services we provide (other than as an permitted under these terms).
- You must not (a) share any passwords or logon details with any third party and will notify us immediately if they are disclosed or discovered by a third party; (b) collect or harvest any information, data or content from the Platform (other than as permitted under these terms in connection with the receipt of the Services); (c) infringe our Intellectual Property Rights or those of any third party connected with the Platform.
- You warrant that (a) you have full power and authority to enter into this Agreement; and (b) if you are an Authorised Representative you warrant that you have and will maintain all proper and valid authority relating to your use of the Platform or the Services to be provided by EISP, on behalf of your client.
- YOUR INVESTMENT DECISION
- 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, or any applicable third-party, are not responsible for verifying (i) the accuracy or completeness of any such information or if it is up to date; (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; (iv) the provision of any activity whatsoever that could constitute the provision of investment services to you; (v) the accuracy, completeness, timeliness or correct sequencing of any financial, market data or pricing (together “information”) provided by EISP via any third party or any decision that may be made based on such information.
- 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 Adviser 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 Adviser. 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. You further acknowledge that you are solely responsible for completing any tax or other filing formalities, including the capture of any required information, relating to any investments.
- 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 makes them unlikely to be readily realisable, i.e. they may be difficult or impossible to sell.
- 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
- 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 know your customer requirements checks (for the purposes of anti-money laundering laws and other laws and regulations) 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.
- 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 Adviser. By accepting the terms of this Agreement, you consent to EISP carrying out the checks referred to in Clause 3.1 above, either itself or via an appropriate third party, and you agree that we may pass on such information as we consider necessary to comply with any such regulatory requirements, or as may reasonably be required by third parties connected with any Investment opportunity.
- 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.
- 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.
- 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;
• Venture Capital Trusts (VCT’s);
• Inheritance Tax Products (IHT);
• Business Relief Products;
• Bonds;
• Discretionary Management Services; and
• Companies or special purpose vehicles. - 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.
- EISP cannot guarantee that the Platform will be capable of processing all types of product providers applications (due to operational reasons and restrictions that may be imposed by certain product providers). If such circumstances arise EISP shall endeavour to inform you as soon as reasonably possible.
- 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 or asset transfer form (in the event that existing investments are held by multiple managers, a number of authority forms or asset transfer forms may be required) and return it to us. The transfer of existing investments onto the Platform may be undertaken on a custody or non-custody basis. Please contact us in the event that a transfer is required or being considered so that we can discuss your requirements and provide further information.
- In the event that EISP agrees to transfer any existing investments onto the Platform its acknowledged that EISP gives no guarantee or warranty that it will be possible to load all investments requested to be included as part of such transfer. Furthermore, (i) any transfer such be subject to a post transfer audit by you, or your Appointed Representative for the purpose of confirming its accuracy and completeness; (ii) be subject to the provision of any appropriate letters of authority to enable us to provide ongoing updates; and (iii) carried out upon the basis of any such additional terms and conditions as we may reasonable advise in writing, including any charges that may be applicable.
- 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. In the event that these include transfers of existing investments we will require you to provide supporting documentation, including, without limitation, share certificates and contract notes. Any Subscription Funds you provide will be sent directly to the appropriate Nominee and not to EISP. 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.
- 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.
- Fees due to EISP will typically 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 Adviser they will typically be due an adviser fee and they 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.
- We may also make charges for services provided in relation to your use of the Platform, Nominee or Custodian services that we may arrange to provide, or any other services that are provided in accordance with the applicable third-party terms and conditions that have been made available to you. Any fees payable to us or any third-party will be set out on the Platform or will be notified to you by your Authorised Representative and set out in your agreement with them. Any fees or charges that become due will either be invoiced by us, or deducted from Subscription Funds held by the Nominee in your account. You hereby grant EISP authority to make any such deductions as they become due. In the event that EISP invoice you for any fees or charges, you agree to make pay such invoice within 7 days of the date of any such invoice.
- LIABILITY
- 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.
- 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.
- EISP shall have no liability for the actions and/omission of any third party that acts as Custodian, Nominee, Manager, or any other person or entity that holds money, investments or documents of title in any Investment or Investee Company or provides services connected with this Agreement. You acknowledge that the Platform is provided via the internet and as a result we cannot and do not guarantee that the Platform will always be available or uninterrupted. EISP may also temporarily suspend, restrict or withdraw the availability of all or any part of the Platform, for operational, maintenance or security reasons. EISP shall have no liability whatsoever for any period during which the Platform is unavailable.
- 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.
- You agree to compensate EISP in full for and on demand for all losses, damages, proceedings, actions, legal costs and expense that may arise as a result your breach of the warranties set out in this Agreement.
- TERM AND TERMINATION
- 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.
- This Agreement may be terminated immediately 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.
- This Agreement may be terminated at any time, by EISP, by giving you not less than one months’ written notice of termination.
- You may terminate this Agreement, with the prior consent of EISP and the Custodian and/ or Nominee in the event that you wish to have all of your Investments transferred into your name personally or to a different provider of custody, administration and nominee services. Please note that any such transfer may be subject to an administration charge.
- This Agreement may be terminated by you in the event that EISP is dissolved or ceases to trade.
- This Agreement may be terminated by either party in the event that the other has committed a breach of the Agreement, and if capable of remedy and the other party has made a request for it to be rectified and it and has failed to do so within 10 Working Days of the receipt of the request. Provided always that EISP may terminate this Agreement immediately if we have reason to believe that you have been involved in fraud or other criminal activity. Either party may terminate this Agreement in the event of a material breach by the other Party.
- Upon your termination of this Agreement, your Investments will continue to be held by the Custodian. You should refer to their terms and conditions as to the specific process and timings for the transfer of your Investments into your name personally or to a different provider of custody, administration or nominee services. You will remain liable for any fees or charges due to the Custodian in relation to any Investments that they may hold along with any “transfer out” charges that we have agreed with them on your behalf, until your Investments have been re-registered. Such charges will be deducted directly from your account.
- 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, including the right to claim damages in breach of these terms. Furthermore, the terms of the Agreement will continue to apply until all outstanding transactions have been completed and discharged.
- On termination for any reason, we may disable access to your account on the Platform and we may, at any time we consider to be reasonable, delete your account on the Platform.
- CONFIDENTIALITY
- 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:
- treat in confidence the other’s Confidential Information and not disclose the other’s Confidential Information to any other person; and
- not use any Confidential Information for any purpose other than for the performance of its obligations under the Agreement.
- Any Confidential Information may be disclosed by the Party to whom it is disclosed or to whose attention it comes (the “Recipient”) to:
- any court, governmental or other authority or regulatory body (including, without limitation, the FCA);
- any employees, agents, consultants or sub-contractors, third party providing nominee, custody or related services of the Recipient; or
- the Custodian (or any replacement provider of the nominee, custody or related 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.
- 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:
- 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
- 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.
- 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. In particular, FCA Rules require us to keep your records for certain minimum periods. We may also be required by Applicable Laws to keep your records (including personal data) for a longer time period. We will only retain your records for as long as necessary for us in connection with the Services and/or to comply with our legal and regulatory obligations.
- 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:
- COMPLAINTS
- We believe you deserve a courteous, fair and prompt service. We strive to treat all our customers fairly.
- If you feel something isn’t right, with our service, or that of any third-parties introduced us, 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.
- 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://www.handbook.fca.org.uk/handbook).
- When we receive your complaint, we will respond within 10 Working Days via email or if the complaint was by letter, the reply will be sent first class on the 12th Working Day after the complaint was received. (Please note however, that we may need to extend theses timescales by a reasonable period in the event that we need to collect information from third party partners. In the event that we need to make a reasonable extension we will advise you accordingly and provide a revised timescale as soon as we are able to do so). We will acknowledge the complaint within 5 Working 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
- 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.
- 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.
- 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.
- EISP may assign this Agreement in whole or part and at its sole discretion to any other group company or to another organisation, including as the result of the transfer of our business to another organisation (provided always that any such organisation shall hold any appropriate regulatory authorisations. 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.
- Nothing in this Agreement shall be construed to create a partnership, agency or joint venture between the parties.
- 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.
- 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. 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.
- 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.
- 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 is set out in our privacy policy.
- NOTICES
- 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.
- 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 JURISDICTIONThis 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.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.
OUR DETAILS
The Platform is owned and operated EIS Platforms Limited, trading as GrowthInvest. If you have any questions in relation to its use or contact details are set out below.
GrowthInvestWarnford Court
29 Throgmorton Street
London
EC2N 2AT
United Kingdom
Email: enquiries@growthinvest.com
Telephone: 0300 303 0037
GrowthInvest is the trading name of EIS Platforms Limited. EIS Platforms Limited (FRN: 694945) is an appointed representative of Sapphire Capital Partners LLP (FRN:565716) which is authorised and regulated by the Financial Conduct Authority in the UK.
