Capital Cell

INVESTOR TERMS AND CONDITIONS

These terms and conditions (these “terms”) set out the terms of the agreement between you (“you”) as the user of CC’s Site, and us, Capital Cell Ltd (“we”, “us” or “CC”).

The Custodian provides its service of holding any shares and Client Money in accordance with the Custodian’s Terms and Conditions of Business. When you enter this agreement, you also agree to the Custodian’s Terms and Conditions of Business, which are available here: https://www.reyker.com/termsandconditions

These terms must be read in conjunction with CC’s terms of website use (available at https://capitalcell.co.uk/terms-and-conditions/) and privacy policy (available at https://capitalcell.co.uk/privacy-and-cookie-policy/) and the Custodian’s Terms and Conditions of Business and they apply to your use of the Site as an investor (“Investor”), including as the lead investor(s) in respect of a particular Fund Raising (“Lead Investor”). Use of CC’s Site is conditional upon your acceptance of these terms. If you do not agree to these terms you should immediately discontinue use of CC’s Site.

These terms shall become binding as soon as you have completed the registration process. Your ability to invest through the Site will be conditional upon you successfully passing CC’s anti-money laundering checks.

 

1. DEFINITIONS

 

Articles” means the articles of association of the Company concerned as adopted and in force from time to time.“Client Money” means money

Commitment” means the process executed by an Investor on the Site, by means of which they (i) confirm the amount they wish to invest in the Company; (ii) transfer the funds to the Pre-Closing Account; (iii) authorise the payment to the Company upon completion of certain conditions; and (iv) authorise the Custodian to enter into the Investment Agreement.

Company” means a private company limited by shares which is seeking to raise funds in whole or part through CC’s Site.

Completion Conditions” means the conditions that must be met to proceed to completion and execution of the investment for a given Posting, as set forth under clause 4.15. The Completion Conditions are deemed to be met when they are certified as such by CC under its responsibility, acting on behalf of the Investor under these terms.

Custodian” means Reyker Securities plc (company no 1747595) whose principal office is at 17 Moorgate, London EC2R 6AR, acting as a regulated custodian on behalf of the Investor.

Custodian’s T&Cs” or “Custodian’s Terms and Conditions of Business” mean the Reyker Securities Plc Group General Terms and Conditions, as published from time to time at the following URL: https://www.reyker.com/termsandconditions;

Escrow Agent”means the Custodian, when referred to in connection with its handling of Client Money and of the Pre-Closing Account. The Escrow Agent acts in the interest of the Investor to ensure that the monies collected in a Fund Raising are treated in accordance with these terms and the applicable subscription agreement.

Fund Raising” means a fund raising performed by a Company in whole or part through CC’s Site. “HMRC” means HM Revenue and Customs.

Investor” means a user of the Site who has followed the step to formalise a Commitment to invest in a Company.

Lead Investor” means an Investor whose investment in a given Fund Raising represents 20% or more of the relevant Target Amount, and who has been approved as such by CC.

Maximum Target Amount” means the maximum total amount that a Company seeks to raise in a Fund Raising through the Site and through other sources.

Minimum Target Amount” means the minimum total amount that a Company seeks to raise in a Fund Raising which, in any event, is no less than 90% of the Target Amount.

Nominated Account” means the bank account of an Investor (in the name of the Investor) nominated by such Investor at the time of registration on the Site, as may be subsequently changed by such Investor.

Nominee” means a nominee entity including Reyker Nominees Limited, Reyker Trust & Depositary Nominees Limited and/or any other controlled and wholly owned nominee company used by the Custodian from time to time at its sole option, being the registered holder of shares, stocks, securities and cash held as safe custodian on behalf of you, the beneficial owner. Reyker nominee companies are wholly owned non-trading subsidiaries in the Reyker Group and are not themselves authorised under the Financial Services and Markets Act 2000. It is deemed by Reyker and agreed by you that you agree that your investment assets and client money shall be held in such nominee company controlled by such Reyker Group regulated entity as the Custodian considers appropriate from time to time and that the Custodian may transfer your assets and client money from one nominee to another should they consider this to be necessary or appropriate to protect your interests better or for business or administrative efficiency. This shall not adversely affect your legal rights. The Reyker Group does not permit any Nominee to trade, sign contracts that may be construed as a trade, or enter into a liability or arrangement that may incur a liability. All Client Assets and client monies held by any Reyker Nominees are held in a general pool which contains all retail client assets and monies and this general pool is not commingled with any Reyker group assets and is protected at all times.

Period” means the initial period of between 30-60 days, as set out on a Company’s Posting, during which the Posting will remain open for investment.

Posting” means a listing for a Company on the Site.

Pre-Closing Account” means the account of the Escrow Agent open at the UK bank NATIONAL WESTMINSTER BANK PLC, which will receive all the money transferred by the Investors for any ongoing Fund Raising within the Site, with due identification and tracking of the funds that correspond to each Investor and each Fund Raising. Upon execution of the Commitment by the Investor, the funds shall be transferred to the Pre-Closing Account to be held in escrow by the Escrow Agent until completion. In the event that the Completion Conditions are duly fulfilled, the funds shall be released to the Company as payment of the Investor’s investment.

Relevant Person” means each Lead Investor, the Custodian, CC and any and all of CC and the Custodian’s directors, employees, consultants, agents or advisers.

Relief” or “Reliefs” mean certain types of tax relief for investments in small businesses, in particular those offered to UK tax resident individuals, among which are the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS).

Site” means CC’s online crowdfunding site at www.capitalcell.co.uk, which allows the user to access information about companies working in the area of life sciences that are seeking money to finance the development or expansion of their business utilising CC’s website, and to invest in such companies subject to these terms and conditions.

Investment Agreement” means an agreement between the Custodian and the Company under which the Custodian applies for the shares, which shall be held by the Nominee, on behalf of the Investor(s), and which sets out the full terms on which the Custodian (acting on behalf of the Investors) agrees to subscribe for such shares.

Target Amount” means the amount a Company is seeking to raise through the relevant Fund Raising.

Target Date” means the date by which the Minimum Target Amount must be raised.

 

2. INVESTMENT RISKS AND WARNINGS

 

By using CC’s Site in any capacity you acknowledge and agree that you have read and understood the following risks and warnings. If you do not understand any of the risks or warnings set out below you must take advice from an independent financial advisor, solicitor or similar qualified professional before using CC’s Site. The following list contains what we believe to be the main risk factors of your investment, and is not intended to be exhaustive, nor a complete explanation of the risks involved. Each Company will have risks that are specific to it. Any decision to make an investment through CC’s Site is made entirely at your own risk.

2.1.  Potential for loss. Investing in start-up businesses is inherently risky and most start-ups will fail. There is a significant chance that you will lose all of the monies you invest in companies that appear on the Site. Given the risks involved in investing in start-up companies, these investments should form part of a diversified portfolio of investments. You should not invest any more in these opportunities than you can afford to lose.2.2.  History. As the majority of Companies that appear on CC’s Site are recently formed start- up companies, they may lack any trading or other operating history. The success of the Company will depend upon the ability of the Company’s management team to implement a strategy for growing the Company, as well as other factors including overall market conditions, the Company’s future ability to raise funds, the adequacy of its finances, etc. Any financial information provided is unlikely to be audited and may not have be verified by an independent third party.

2.3.  Statements of anticipated performance and forecasts. A Posting for a Company may contain certain statements, estimates, projections, forecasts and data provided by the Company with respect to the anticipated future performance of the Company’s business and/or its industry. Such statements, estimates, projections, forecasts and data reflect various assumptions by the Company’s management concerning anticipated results, which assumptions may or may not prove to be correct. Actual results may vary from such statements, estimates, projections, forecasts and data, and such variations may be material. This may result in the Company and your shares performing worse than expected in the forecast. Therefore, you should not rely on any forecasts or statements of anticipated performance of a Company which may be included in the Site.

2.4.  Liquidity risk. It is unlikely that, in the short to medium term, any secondary market for shares that you acquire in companies seeking investment on CC’s Site will develop, nor is it likely that any of them will be listed on any recognised stock market. As such you are unlikely to be able to sell your shares unless and until an exit event happens, such as an offer by a buyer for the whole of the Company’s issued share capital or a public offer of shares. Except in such events, you will normally be unable to sell your shares and withdraw your money from the Company.

2.5.  Dividends. Start-up companies rarely pay dividends so you are unlikely to receive any return on your investment unless and until an exit event happens, such as an offer by a buyer for the whole of the Company’s issued share capital. Therefore, for most of your investment you will probably not receive any income from the investment.

2.6.  Dilution. Any investment you make is subject to dilution. It is likely that the Company will need to raise additional capital in the future which is likely to require one or more issues of shares to existing and/or new investors. Therefore, the proportion of the Company which your shares correspond to at the time you make your investment may subsequently be diluted by such subsequent issue(s) of shares. This means that you may lose voting power and that your shares may lose part or all of their value.

In order to incentivise, retain or attract directors, employees or service providers the Company may also choose to issue shares or grant share options to them, which would also dilute your shareholding.

New shares issued in subsequent fund raising(s) by the Company may also carry preferential rights to the shares acquired by you on the Site. For example, they may carry a right to participate in the proceeds of sale before any proceeds of sale are distributed to shareholders who applied for shares through the Site or to receive one or more times the amount invested by the relevant investor.

2.7.  Tax treatment of shares. The UK government provides certain types of tax Reliefs for investments in small businesses by UK tax resident individuals. Certain investments made through the Site may be eligible for EIS, SEIS or similar relief. Your eligibility to benefit from a Relief will depend both on the Company’s and your own personal circumstances, as well as other conditions that may apply under the relevant law. There is a risk that the Company may carry out activities or a change in legislation that result in such Reliefs being lost.
You must normally be a UK resident in order to apply for Reliefs under UK tax law. Other jurisdictions may offer other Reliefs along the lines (or not) of the ones described above.

We will not be liable to you for any losses, damages or costs arising in the event that you are not able to claim a Relief on a particular investment or because any Relief you have claimed is lost, due to any of the circumstances described in these terms or otherwise. You should speak with your tax adviser and/or a solicitor before making any investment on the basis that you will be able to receive any Relief.

2.8.  Compensation. Investors will not be able to bring any claim under the Financial Services Compensation Scheme in the event that any Company fails.

2.9.  Pre-Closing Account. Pre-Closing Account. Your money will be held in the Pre-Closing Account prior to completion. Funds held in the pre-closing account by the Escrow Agent will be held in a bank account held with trust status as required by FCA rules and may be protected under the FSCS compensation scheme subject to the limitations of the scheme. The amount of protection available to you may be dependent on individual circumstances and exposures and you acknowledge that the Custodian does not have knowledge of any other bank account holdings you may have or circumstances that may affect your FSCS cover.

 

3. PRE-INVESTMENT

 

3.1.  Site profile. Upon registration to use the Site, you will be asked to provide certain information about yourself as part of your Site profile. The information you provide in your profile is the basis on which CC and the Custodian identify you for purposes of communicating with you, fulfilling any reporting obligations that CC and/or the Custodian have to any regulatory or governmental authorities, and conducting any anti-money laundering or other checks they run on you.

3.2.  Self-certification. If you make an investment in a Company through the Site you will become a “retail” client of CC and of the Custodian (under the Custodian’s T&Cs) for the purposes of the FCA (Financial Conduct Authority, www.fca.org.uk) Rules. As part of your registration process, you will be required to answer self-certification questions. You must answer such questions truthfully and in a factually correct way to the best of your knowledge

3.3.  No advice. You acknowledge and agree that CC and the Custodian have not provided you with any advice in relation to the transactions conducted through the Site. In addition, you confirm to both CC and the Custodian that, for the purposes of entering into any investment, you enter into it entirely on the basis of your own assessment of the risks involved, and/or on independent advice you have obtained from your professional advisor.

3.4.  Fund raising updates. As part of the registration process, you will be able to sign up for regular updates in respect of the progress of a Company’s Fund Raising. These updates will be sent to you via email to the address you provide as part of the registration process. You can opt-out of receiving these updates at any time by contacting us at info@capitalcell.net.

 

4. INVESTMENT PROCESS

 

4.1. Restricted access to investment. The opportunity to invest in a Company through the Site is only accessible to registered users falling in one of the categories that lawfully allow them to receive information on non-readily realisable securities as per the FCA handbook (in particular, COBS 4.7.7R). By agreeing to these terms you agree that you are at least one of the following:(a) A certified high net worth investor in accordance with COBS 4.7.9R;
(b) A certified or self-certified sophisticated investor in accordance with COBS 4.7.9R;
(c) A restricted investor in accordance with COBS 4.7.10R;
(d) An investment professional (within the meaning of article 19(5) of the Financial Servicesand Market Act 2000 (Financial Promotion) Order 2005 (FPO).You agree that you are subscribing for shares in the Company for your own account for investment purposes only and not with a view to the resale or distribution of the shares.You agree that if you are in doubt about any investment that you should seek independent advice from a professional adviser who is qualified to advise in the acquisition of shares and securities.

You agree that no offer to the public has or is being made in connection with any investment and that you are acting for yourself and no other person when investing in a Company.

You also expressly agree that you consider, and will treat for all purposes, any such offer (a) as “not being calculated to result, directly or indirectly, in such shares becoming available to persons other than those receiving the offer,” as that phrase is used in section 756(3) of the Companies Act, and, as a consequence, (b) as not being a “public offer” for purposes of section 755 of the Companies Act.

4.2.  Information contained in a Posting. On becoming a registered user you will be able to view the Postings on the Site. The information that you will have access to in respect of each Posting that you can view will normally include without limitation:

  • the name, legal status, physical address and website address of the Company;
  • the names of the directors and 20% or greater shareholders;
  • a description of the business and intended use of the proceeds from the Fund Raising;
  • the Minimum Target Amount and the Maximum Target Amount that the Company wishes to raise and the Target Date by which the Minimum Target Amount must have been raised;
  • details about the Lead Investor(s), unless they wish to remain anonymous, in which case you will only see the amount invested or agreed to be invested by the Lead Investor(s); details of the Lead Investor will be revealed when the Fund Raising is successful, as defined under clause 4.10
  • details of the ownership and capital structure of the Company including the rights attaching to the shares being offered on the Site;
  • any due diligence reports prepared on the Company;
  • a description of the Company’s proposed exit strategy (please note that this is subject to, and is likely to, change as the Company develops);
  • whether the Company has received advance assurance from HMRC that it is eligible for EIS or SEIS relief and, if not, whether the Company (i) appears to CC to be eligible for a EIS or SEIS; and (ii) has agreed to allow Investors to claim such Relief;
  • the Investment Agreement that the Company will enter into with the Custodian on completion of the Fund Raising; and the Articles or, as the case may be, the form of Articles of Association that will be adopted on completion of the Fund Raising (which will set out in detail the rights attaching to shares issued to Investors).

4.3.  Confidentiality. An Investor shall not use any information contained in the Posting except for the purposes of considering an investment in the Company (this analysis to be either made on your own or with advice obtained independently from CC or the Custodian). Without limitation, each Investor agrees with CC and with each Company that it will not directly or indirectly seek to use the information to enter into competition with the Company or to solicit employees, customers or suppliers of the Company. Any information contained in a Posting is confidential and must not be disclosed or distributed to any third party except with the prior written consent of the Company given in its absolute discretion. You may disclose this information to your external advisors (including without limitation your accountant, solicitor or financial advisors) on a confidential basis, and for the purposes of considering an investment only. You may also disclose information if you are required to do so by law or any securities exchange or regulatory or governmental body or authority.

4.4.  CC’s review of a Posting. CC will perform a limited review of each Posting before Investors are able to review it. Such review will focus on the technical merits of the Company’s scientific project and of their business plan. CC will ask the Company to disclose any information on matters that could be detrimental to Investors. However, for this review CC will rely on the Company acting honestly and with reasonable care. The Posting may also include opinions and forward-looking statements by the Company that are not possible to verify.

4.5.  No recommendation. An Investor shall not take CC’s approval of a Company to publish a Posting as any form of recommendation to invest in a Company nor as to the merits of the Company’s business or its likelihood of success. Any decision to invest in the Company shall be the Investor’s, either on their own or based on advice that they may obtain independently from CC or the Custodian.

4.6.  Terms of the investment agreement. Although, in most cases, an Investor will not be a party to the investment agreement, an Investor will be able to see the agreement either as part of the Posting, or at a later stage before the completion and execution of the investment.

In any event, the investment agreement may contain, amongst other provisions, some or all of the following provisions:

  • The Company being obliged to secure investment through the Site of at least the Minimum Target Amount. If the Lead Investor(s) have already invested or agreed to invest the Minimum Target Amount then the fund raising will be certain to be successful whether or not any funds are raised through the Site;
  • The Company and Company’s management may agree to provide the Custodian and the Investors that are parties to an investment agreement with representations and warranties relating to the Company and its business which will be true at the date of completion of the Fund Raising, and which will continue to be true during the investment. In the event of a breach of any of these representation and warranties, the Investor may have a claim to a loss and the Custodian may follow the Investor’s instructions in relation to such claim.
  • Non-competition, non-solicitation and confidentiality undertakings which will apply to the Investor(s);
  • The consent of the Investor may be required for certain key decisions of the Company such as, by way of example only, issuing new shares or changing the share capital, amending the Articles of Association, acquiring any new business, shares or other securities or doing any act or thing other than in ordinary course of business; and
  • The Company’s undertaking to supply financial and operational information about the Company to the Custodian for investors as required by law.


4.7.  Terms of the Articles of Association.
The Articles will be made available to the Investor as part of the Posting, or at some later point of the investment process. While the Company’s current Articles will be publicly available at the Companies’ House, the final text of the Articles which will be adopted upon completion will be provided to the Investor as part of the Posting or prior to completion so that the Investor can agree to them before an investment completes.

4.8.  Rights attaching to shares. All investments made through the Site will take the form of subscriptions for voting ordinary shares which rank equally with each other in terms of the right to receive any dividends and the right to participate in the proceeds of sale on a sale of the Company or otherwise.

4.9.  Investment Period. A Company’s Posting will remain open for investment for an initial Period as set out on the Posting. If the Company has not received its Minimum Target Amount by the end of the Period then the Posting will be withdrawn. Otherwise, it will be deemed successful as defined below.

4.10. Successful Fund Raising: If the Company has received its Minimum Target Amount by the end of the Period then the Fund Raising will be deemed to be successful. In such case, the Company will proceed to completion.

As an exception to the above, when the relevant Posting has not included the terms of the Company’s Investment Agreement and/or of the Articles of Association, upon success of the Fund Raising the Company shall instruct CC to circulate such terms by e-mail to each Investor. Such e-mail shall (i) request the investors to access the Site and confirm their intention to invest in the Company, providing their specific consent to the Investment Agreement and the Articles of Association as they have been disclosed to them; and (ii) inform the maximum time that the investors will have to confirm their intention to invest. If an Investor does not confirm their intention to invest as requested in CC’s e-mail it will be deemed that the Investor has cancelled the investment The Company will proceed to completion with the Investors that have remained in the Fund Raising, except in case that the aggregate investment of the remaining investors is below the Minimum Target Amount. In such case, the Fund Raising will no longer be considered successful and the Company will not be able to proceed to completion.

For any Investor that has decided not to proceed with the Investment, CC will issue the relevant instructions to the Escrow Agent (on behalf of the Investor) to credit that Investor’s Nominated Account with the amount the Investor transferred to the Pre-Closing Account. The provisions under clause 4.14 (“Cancellation”) below will apply to the procedure regarding this credit.

4.11. Investing in the Company. An Investor may execute their Commitment to invest in a Company at any time during the Period by following the process set out on the Site. This will require the Investor to (i) confirm the amount they wish to invest in the Company (the shares of which shall be held by the Nominee); (ii) transfer such funds to the Pre-Closing Account, (iii) authorise the payment to the Company upon completion of the relevant conditions (or upon confirmation of the investment as provided under clause 4.10); and (iv) authorise the Custodian to enter into the Investment Agreement. Upon execution of the Commitment and transfer of the funds to the Pre-Closing Account, the funds shall be held in escrow by the Escrow Agent until fulfilment of the Completion Conditions.

4.12. Custodian and Nominee. When you choose to make an investment through the Site, your shares in the Company will be held for your benefit by a nominee company controlled by the Custodian and you agree that the Custodian shall administer the shares on your behalf. The full terms of the custodian and nominee arrangement are set out below under the Custodian’s T&Cs.

This means that you will receive an economic interest in the Company that is equivalent to the economic interest you would hold if you purchased its shares directly (subject to CC’s fees), but you will not hold or administer the shares and will therefore not be in the same legal position as a direct shareholder would be.

4.13. Overfunding. If at the end of the Period (extended if necessary by such number of days as is necessary to allow for the expiry of all 14-day cancellation periods), Investors have applied to invest in aggregate for more than the Maximum Target Amount then applications by the Investors will be satisfied on a ‘first come first served’ basis. If any Investor has an application that is not satisfied in full (because it partly exceeds the Maximum Target Amount) then CC will send an e-mail to such Investor, substantially in the terms defined under clause 4.10, requesting the Investor to confirm their investment for the part of their investment that is not in excess of the Maximum Target Amount.

4.14. Cancellation: After the Commitment (which includes the moment when the Investor agrees to the investment contracts as offered on the site and pays in the amount they wish to invest), the Investor(s) has the right at any time during the period of 14 calendar days commencing on the date of the Commitment to cancel its subscription for the shares by notifying CC in accordance with the notice provisions set out in these terms and CC will issue the relevant instructions to the Escrow Agent, on behalf of the Investor, to credit that Investor’s Nominated Account with the amount the Investor transferred to the Pre-Closing Account.

In order to effect this credit, the Escrow Agent may need to carry out additional anti-money laundering or other checks to verify the identity of the transferee of the investment and the recipient of the funds to be returned. Accordingly, in order to ensure compliance with its own anti-money laundering obligations, the Escrow Agent may therefore be required to withhold or delay returning funds to an Investor who cancels their investment until these checks have been completed satisfactorily and in compliance with those obligations.

If an Investor does not exercise their cancellation right during such 14-calendar-day period then they will no longer be able to cancel their investment, except when the investment is subject to subsequent confirmation as set out under clause 4.10.

4.15. Completion. The Posting shall define the conditions to be met to proceed to completion and execution of the investment. The set of applicable conditions precedent for completion within a given Posting may be:

(a)  For Postings that include the complete text of the investment agreement and of the Articles of Association to be adopted upon completion: completion and execution of the investment shall be conditional to (i) the Minimum Target Amount being raised during the investment Period, and (ii) that the Minimum Target Amount continues to be met upon expiration of the cancellation period for each of the investors (as set forth under clause 4.14).

(b)  For Postings that do not include the complete text of the investment agreement and of the Articles of Association to be adopted upon completion: completion and execution of the investment shall be conditional to (i) the Minimum Target Amount being raised during the investment Period; and (ii) that the Minimum Target Amount continues to be met upon expiration of the confirmation period for each of the investors (as set forth under clause 4.10).

It is CC’s responsibility to certify that the completion conditions have been met for a given Posting. Upon such confirmation from CC, (i) the Escrow Agent shall transfer the monies held in the Pre-Closing Account to a solicitor nominated by the Company, or directly to the bank account of the Company, as payment for the shares to be subscribed by the Nominee; and (ii) the Custodian shall execute the relevant investment agreement in the terms that it has been approved by the investors.

4.16. CC fees, Company’s legal fees and other fees. At completion of a Fund Raising, CC’s fees will be payable by the Company. These fees will be payable by the Company on the same date when they receive the investment amount held in the Pre-Closing Account. In the event that any Company raises funds directly from any Investor(s) who is registered with CC during the period of 12 months commencing on the date of the Posting for that Company then the Company agrees and acknowledges that CC’s fees shall be due and payable as if those funds had been raised through the CC Site.

We will only charge the Investor a fee in the following cases: (a) if the Investor receives dividends or any other distributions from the Company, CC will charge a fee of 10% of their gross amount (prior to any withholding tax that may apply); and (b) if the Investor receives proceeds from the sale of an investment where the sale price exceeds the amount of capital paid in by the Investor to purchase the investment, we will deduct 10% of the excess money returned on a pre-tax basis.

4.17. Minimum investment amount. The minimum amount an Investor can invest is indicated in the Posting.

4.18. Authorisation to transfer funds to the Company. When the applicable Completion Conditions have been met and the Company has executed and delivered to Capital Cell all the relevant completion documents, Capital Cell shall instruct the Escrow Agent to transfer the funds from the Pre-Closing Account to the Company, so that the Investor’s investment shall be duly paid in and the Company can issue the relevant share certificate to the Custodian, who will hold the shares on behalf of the Investor. By executing the Commitment, the Investor authorises the Escrow Agent to transfer the funds to the Company on completion, when so instructed by Capital Cell.

 

5. LEAD INVESTOR(S) (the following clauses apply only to Lead Investor(s))

5.1.  The process for Lead Investors. Except as set out above or in the relevant Posting, the investment process for a Lead Investor(s) investing in a Company is the same as the investment process for any other Investor.

5.2.  Obtaining Lead Investor status. An Investor is only able to obtain Lead Investor status with the prior approval of CC given in its discretion.

5.3.  Further investments by a supporting Lead Investor: A Lead Investor may agree to invest further amounts over and above its initial commitment at any time during the Period.

 

6. CUSTODIAN AND NOMINEE

 

Shares in a Company in which you invest shall be registered in the name of the Nominee and held for your benefit. The services to be provided by the Custodian, shall be governed by the Custodian’s T&Cs. The full terms and conditions of the Custodian and Nominee Service are under the Custodian’s T&C at https://www.reyker.com/termsandconditions. You acknowledge and agree that you accept the Custodian’s T&Cs and to become a retail client of the Custodian under the COBS rules in the FCA rules. T

You acknowledge and agree that the Nominee holds the shares as nominee in accordance with the FCA rules. You understand that the Nominee will be the legal owner of the shares and you will be the beneficial owner of the shares.

In the event of any transfer of shares from the Nominee to the Investor or the Investor’s estate or beneficiaries, such transfer shall be conditional upon the person to whom the Shares are transferred entering into a deed of adherence to the Investment Agreement at the time of such transfer. If and until the transferee agrees to execute the deed of adherence, the Custodian may refuse to execute the transfer of the Shares, and will not accept instructions from the transferee in connection with the shares.

The Custodian will report any shares it holds on your behalf at cost and is not responsible for any valuation of the shares that it holds for you.

Where you request or instruct the Custodian to transfer or hold client monies or client assets into an account operated by a solicitor or agent (such as a solicitor’s escrow account or a solicitor’s general client account), the Custodian shall do so on the strict basis, that you accept and agree, that no member of Reyker Group (including nominees and regulated entities) and/or Capital Cell Group accepts any liability for such previously designated client money or client assets whilst held by the solicitor, or after they have been transferred out by the Custodian to the solicitor, or for inward transaction flows, until they have been received by the Custodian from the solicitor or other third party.

 

7. LIABILITY

 

The Company is solely liable for the Posting and the information provided in support of the Posting. Except as stated under clause 4.4, the contents of the Posting have not been verified by any Relevant Person and it is likely that no Relevant Person(s) has carried out any due diligence exercise in respect of the information in the Posting or the Company or its business generally. All investments made through the Site are made entirely at the Investor’s own risk and are based on the Investor’s own judgment, or on the basis of the advice they have received independently of any Relevant Person.

No Relevant Person shall be liable or responsible to any Investor or any Company for any of the following matters and each Relevant Person hereby excludes, to the fullest extent permitted under law (including contract, tort or breach of statutory duty), any and all liability for, or in respect of:

1  The performance of any Company, the market opportunity, or the Company’s ability to meet its business plan;

2  The suitability of any Company for investment;

3  The terms of any investment in a Company (including without limitation the investment agreement and the Articles);

4  The undertaking or outcome of any due diligence exercise in respect of a Company or any due diligence report in respect of a Company (whether legal, financial, technical or otherwise); nor

5  Obtaining any Relief in relation to an investment in a Company or that Company remaining eligible for a Relief after the investment has been made.

Except for any matter for which it would be illegal for a Relevant Person to limit its liability, the total aggregate liability of any Relevant Person including any legal and other costs and expenses under or in connection with these terms or any investment made through the Site howsoever arising and whether in contract, tort, or otherwise (including for negligence) shall be £1,000.

 

8. ANTI-MONEY LAUNDERING REGULATIONS

 

We are required to establish your identity before you can invest. We will use third party organisations to assist you with this process at the point when you register for CC’s Site, or at the point when you indicate your intent to make an investment. Electronic verification may leave a ‘soft footprint’ or enquiry trace on your third-party records in order to complete a conclusive identity check. This check is for identification verification and AML only and we have been informed by the agencies we use who provide these services that it will not adversely affect your credit rating.

You must provide sufficient documentation about yourself to enable us, the Custodian and other relevant parties to ascertain and verify your identity. This may include providing certified copies of identification documents such as your passport, driving licence and recent utility bills and providing personal information such as your address, residency and date of birth. Full details will be requested as part of the investment process. The information required may change from time to time and should that prove to be the case we will notify you that additional documentation has become necessary. Until you provide that additional documentation you will be unable to invest.

Your identification information (including the documents you will provide and the result of CC’s own verifications) will be shared with the Custodian, who will use them to comply with their own identification requirements.

 

9. GENERAL

 

9.1. Your account on the Site may be terminated and closed at any time either by you or us, or suspended at any time by us. In the event that we suspend, terminate or close your account then we will notify you by e-mail at the address associated with your account. These terms will continue in full force and effect following termination, closing or suspension of your account in respect of prior acts and events. In any event, all disclaimers, indemnities and exclusions in these terms shall survive termination of these terms for any reason, as shall any other provisions of these terms that by their nature are intended to survive such termination. This will not affect your relationship with the Custodian and with any companies you may have invested on through CC’s Site. In such case we will continue to provide you with any communication to you from the Custodian, which are not dependent on you remaining as a registered user of CC’s Site.

9.2.  These terms may be varied by us, at CC’s absolute discretion, from time to time. If these terms are varied we will notify you by posting the revised terms on the Site and sending an email to the email address you provide to us as part of your registration process.

9.3.  These terms and conditions, the Custodian’s T&Cs, together with the terms of website use and privacy policy referred to within them, constitute the entire agreement between us relating to their subject matter and you acknowledge that you have not relied upon any representations, statements or pre-contractual statements that are not expressly set out in these terms.

9.4.  These terms do not confer any rights on any person or party (other than the parties hereto) pursuant to the Contracts (Rights of Third Parties) Act 1999.

9.5.  All communications between us will be carried out by e-mail. Notices to CC should be sent to CC at info@capitalcell.net. CC will contact you using the e-mail address associated with your account. Notices will be deemed served at the time of sending unless this falls on a day which is a weekend or bank holiday in the United Kingdom, in which case they will be deemed served on the next working day after they were sent.

Any communications to and from the Custodian will be provided by and received by CC on behalf of the Custodian.

9.6.  Should you have any complaints in relation to your use of the Site, please notify us by email at info@capitalcell.net. We will aim to reply to your complaint promptly, investigate the circumstances and revert back to you with the results of CC’s investigation within 8 weeks of the date of your complaint. If your complaint is unresolved 8 weeks from the date you first made the complaint you may refer it directly to The Financial Ombudsmen Service at www.financial-ombudsman.org.uk.

If you have a complaint about the Custodian then it should be given in accordance with the Custodian’s T&Cs.

9.7.  You shall from time to time (both during the continuance of these terms and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of these terms.

Your and CC’s costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of these terms and any associated documentation shall be borne by you and us respectively.

9.8.  No failure or delay by you or us in exercising any rights under these terms shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

9.9.  If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these terms shall continue to be valid as to their other provisions and the remainder of the affected provision.

9.10.  These terms shall not be construed so as to create a partnership or joint venture between you and us.

9.11.  You shall not be entitled to assign, transfer, sub-contract or delegate any of your rights or obligations under this agreement, except when the transferee is your legal spouse, or in case of death. CC may assign the whole or part of any of its rights in this agreement to any person.

9.12.  We shall not be in breach of these terms, and we shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of

(a)  any total or partial failure,(b)  interruption or

(c)  delay

 

in the performance of CC’s duties and obligations occasioned by any

 

(a)  act of God,(b)  fire,

(c)  act of government, state, governmental or supranational body or regulatory authority;

(d)  war, civil commotion, terrorism,

(e)  failure of any internet or computer system,

(f)  interruptions of power supplies,

(g)  labour disputes of whatever nature

(h)  or any other reason (whether or not similar in kind to any of the above)

beyond CC’s reasonable control.

9.13.  In the event that we cease to trade for any reason, any amounts contained in the Pre-Closing Account will be refunded to you and any live Postings will be withdrawn immediately.

9.14.  This agreement (and any dispute or claim relating to it or its subject matter (including non- contractual claims) is governed by and is to be construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this agreement.