Terms & Conditions
As at 10th December 2016
Please read these Conditions carefully and make sure that you understand them prior to making an Investment via the Platform. Please note that before proceeding with an Investment you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to make an Investment.
1.1 In these Conditions, the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 16.1
“Contract” means the contract between you and Growthdeck for facilitating transactions relating to an Investment and incorporating these Conditions
“Control" has the meaning given in Section 1124 of the Corporation Tax Act 2010
“Growthdeck” means Growthdeck Limited (company number 09801754) whose registered office is at Seebeck House 1 Seebeck Place, Knowlhill, Milton Keynes, Buckinghamshire, United Kingdom, MK5 8FR, main trading address is 540 Elder House, Elder Gate, Milton Keynes, MK9. “Us”, “Our” or “We” means Growthdeck.
“Force Majeure Event” means any act or event beyond Growthdeck’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks
“High Net Worth Investor” means a high net worth investor as defined, and described in more detail, in The Financial Conduct Authority "FCA" rules found here
“Investee” means an individual (and their personal representatives), firm, body corporate, association or partnership which has submitted an Investment Proposal to Growthdeck
“Investment” means the acquisition of shares or other interests in an Investee by an investor (or by the Nominee on behalf of the investor) and “Invest” shall have the same meaning
“Investment Agreements” means the agreements made between you (or a nominee appointed on your behalf) and an Investee in relation to an Investment which may include articles of association and/or a shareholders agreement
“Investment Information” means information that we provide to potential investors about Investments via the Website
“Investment Proposal” means an Investee’s proposal seeking Investment via the Platform from potential investors who have registered with Growthdeck
“Investment Sum” means the amount which you have pledged to Invest which shall be at least £1,000
“Investment Target” means the specified financial fundraising target set out in the Investment Proposal
“Investor Details” means the information, data (including personal data) and other documentation that we may require provided to us by you when registering to use our Services and also in relation to the Contract and/or any Investment
“Nominee” means any person (as defined in clause 1.3) that is nominated by Growthdeck or under the control of Growthdeck from time to time
“Payment” means, in relation to an Investment, the amount of money which you have pledged to pay in accordance with the Investment Agreements
“Platform” means the online crowdfunding platform made available by Growthdeck to investors via the Website
“Regulatory Requirements” means all applicable laws, legislation, judgments, regulations, directives, guidance, codes of conduct, recommendations or requirements and other rules, instruments and provisions in force from time to time (whether issued or implemented by a Relevant Authority or otherwise), including the rules, codes of conduct, codes of practice of the Financial Conduct Authority and the rules and regulations made or having effect under the Financial Services and Markets Act 2000
“Restricted Investor" means a restricted investor as defined, and described in more detail, in the FCA rules found here
“Relevant Authority” means any supranational, national, state, county, local or municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, regulator or regulatory body (including the FCA or such other bodies that may replace it from time to time), trade association, court, department, minister, ministry, official or public or statutory persons (whether autonomous or not) having jurisdiction over Growthdeck, you and/or any Investee over the activities undertaken by Growthdeck or you in relation to the Contract
“Services” means the provision of the Platform and Investment Information via the Website
“Sophisticated Investor” means a sophisticated investor as defined, and described in more detail, in the FCA rules found here
“Website” means www.growthdeck.com
“you”, “your” or “potential investor” means any person (as defined in clause 1.3) intending to make an Investment via the Platform.
1.2 Unless the context otherwise requires, words in the singular include the plural and vice versa and words in one gender include any other gender.
1.3 A “person” includes any individual (and their personal representatives), firm, body corporate, association or partnership (whether or not having a separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 The headings in these Conditions are inserted for convenience only and shall not affect its construction.
1.7 “Writing” or “written” includes e-mail.
2 CATEGORISATION OF INVESTOR
2.1 During the registration process you will be asked to confirm your investor status. You must confirm that you are a Sophisticated Investor, a High Net Worth Investor or a Restricted Investor. If you are not sure, or you believe that you are a different category of investor, you must notify us immediately following completion of registration by emailing us at email@example.com. You must not apply to make an Investment until we have confirmed that you are entitled to proceed following clarification of your investor status.
3 NATURE OF THIS CONTRACT
3.1 This Contract is between you and us. These Conditions do not set out the terms on which your Investment is placed with the Investee: these terms are set out in the Investment Agreements.
3.2 Investments and Investment Information are not offers open to the public. You can only make an Investment once you have successfully completed the Growthdeck registration process after which you shall be a member of Growthdeck.
4 OUR SERVICES
4.1 We warrant that the Services will be performed to a reasonable standard of skill and care and we will use reasonable endeavours to make the Platform available at reasonable times.
4.2 You acknowledge that access to the internet, mobile phone networks and other communication media required for the provision of the Platform are inherently associated with risk including viruses, data security, piracy, availability of the services and reliability of transmission. Growthdeck accepts no liability for failure or inability to provide the Platform in part or at all arising from such events.
5 RISK MANAGEMENT
5.1 Growthdeck does not give financial advice. We strongly recommend that you take independent professional advice before entering in any financial commitments or Investments. Other than the approval of content referred to in this clause, we make no warranty or representation (and assume no liability whatsoever) regarding the content of the Investment Proposal.
5.2 Nothing in these Conditions, the Investment Proposal, the Investment Agreements or any other information made available via the Platform shall hold Growthdeck out as giving any financial advice to you in relation to an Investment.
5.3 All Investments entered into by you via the Platform are at your risk. Please refer to our investment risk page of the Website. You must make your own assessment of the viability and likelihood of success of the Investee and the potential risk presented by your Investment. There is no guarantee that you will receive a return on your Investment (either in part or at all).
5.4 You acknowledge that we make no representation or warranty that your Investment will qualify for EIS or SEIS or any other tax benefits.
5.5 We recommend that you put in place adequate inheritance and personal estate management arrangements to ensure that, in the event of your death, your next of kin are able to either continue with the Investment or else are able to demonstrate (to our reasonable satisfaction) that they are entitled to withdraw the application to Investment before the end of the Investment Period.
6 REGISTRATION PROCESS
6.1 You will not be able to submit an application for Investment without having registered via the Website. To register, please visit the registration page of our Website.
6.2 When registering, you will be asked to provide your Investor Details. It is your responsibility to ensure that the Investor Details are accurate and complete at all times and to update them when necessary to do so. We rely on the Investor Details that you provide to us to assess your suitability to receive the Services.
6.3 You will only be entitled to make Investments via the Platform if you are at least 18 years old and a resident in the United Kingdom.
6.4 Once we have received your Investor Details, we will review your application and, in doing so, carry out any necessary checks for the purposes of anti-money laundering laws. We will then confirm to you via email to the email address that you have provided to us whether your application has been successful. We do not have to provide a reason for declining an application to register.
7.1 Investment will be made via a Nominee who will be responsible for the administration of the investment. The Nominee shall be the registered owner of the interest on the Investee’s share register. You will not receive legal ownership of your interest in the Investee but will instead receive a beneficial interest in the Investee.
7.2 The Nominee shall be responsible for the administration of the Investment in accordance with the terms of the trust agreement. We are not a party to the trust deed nor are we responsible for any action or inaction on the part of the Nominee which results in loss to you.
7.3 In the absence of any direction to the contrary from the holders of a majority of the beneficial interests in the Investee, the Nominee may vote its shareholding in accordance with the recommendation of the Growthdeck Investor Representative to the board of directors of the Investee.
8.1 We do not charge fees to you, the investor, for our Services.
8.2 We may in the future decide to impose fees for our Services and, if we elect to do so, we shall give you at least 3 months’ notice of the imposition of fees. You will be entitled to terminate this Contract at any time within the 3 month period by serving written notice upon us. If your termination notice is not received within the 3 month period then you will be deemed to consent to the imposition of fees and we shall begin to charge those fees after the end of the 3 month notice period at such rate as we determine from time to time.
9.1 You will not be able to submit an application to Invest unless you have been notified by us that you have been successfully registered in accordance with clause 6.
9.2 An Investment Proposal will remain live for the Investment Period and at any time during the Investment Period you can submit an application to Invest.
9.3 You can withdraw your application to Invest at any time prior to the end of the Investment Period.
9.4 In relation to an Investment, if the Investment Target has been reached at the end of the Investment Period, we will send you an email confirming this. You shall automatically become a party to the Investment Agreements. The email will also specify when you must pay the Investment Sum. You will be deemed to have become an investor once payment of the Investment Sum has been received by our nominated payment process handler. If the Investment Target is not reached at the end of the Investment Period then your application to Invest in that specific Investee will be cancelled (but any other applications to Invest in other Investees shall remain unaffected.)
9.5 Payment of the Investment Sum shall be made to our nominated, FCA registered receiving agents appointed by us from time to time. Payment by credit card is not permitted.
Prior to completion of the investment, investors’ funds will be held collectively in a non-interest bearing account segregated from both Growthdeck and the receiving agent. While the account will be held with a UK registered bank, because investors’ funds are pooled you may not benefit meaningfully from the Deposit Protection offered by the Financial Services Compensation Scheme. Details of the banking arrangements in place at the time will be made available when investing.
9.6 The Investment Agreements set out the full terms on which you Invest in the Investee. Each Investment Agreement is between the Nominee on your behalf, the Investee and (if required by us) Growthdeck. All Investments entered into by you via the Platform are at your risk. Please refer to the investment risk page of the Website and clause 5 of these Conditions.
10.1.1 death or personal injury caused by our negligence;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any other liability which cannot be excluded or limited under applicable law.
10.2 Subject to clause 12.1, Growthdeck will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
10.2.1 any loss of profits, sales, business, or revenue;
10.2.2 loss or corruption of data, information or software;
10.2.3 loss of business opportunity;
10.2.4 loss of anticipated savings;
10.2.5 loss of goodwill; or
10.2.6 any indirect or consequential loss.
10.3 Subject to clause 10.1, Growthdeck’s total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed (in relation to each Investment made by you) the Investment Sum.
10.4 Growthdeck will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by a Force Majeure Event.
10.5 Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law.
11 TERMINATION & EFFECT OF TERMINATION
11.1 You have a right to cancel an Investment made by you during the period of 14 days starting from the day after payment of the Investment Sum. This means that, during the relevant period, if you change your mind or decide for any other reason that you do not want to make the Investment, you can notify us of your decision to cancel the Investment and receive a refund of the Investment Sum.
12.1 If you have any concerns or complaints about the Services or an Investment, please contact us in the first instance at: 540 Elder House, Elder Gate, Milton Keynes, MK9 1LR.
12.2 You are entitled to complain directly at any time to the UK Financial Ombudsman Service whose address is (at the time of preparation of these Conditions) Exchange Tower, London, E14 9SR.
13.1 Any notice or other communication given by you to Growthdeck, or by Growthdeck to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
13.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at Growthdeck’s registered office (when the notice is from you) or at the address you provided with your Investor Details (when the notice is from us); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, upon transmission.
13.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14 GENERAL TERMS
14.1 Growthdeck may amend these Conditions from time to time. Please check the top of this page to see when these Conditions were last updated and which Conditions were changed.
14.2 Every time you make an Investment via the Platform, the Conditions in force at the time of your order will apply to the Contract between you and Growthdeck.
14.3 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.5 Growthdeck may transfer its rights and obligations under the Contract to a third party.
14.6 You may only transfer your rights or your obligations under the Contract to a third party if Growthdeck agrees in writing.
14.7 The Contract is between you and Growthdeck. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, save for the Nominee (where a Nominee is used as part of an Investment). There shall be no requirement to obtain the consent of the Nominee to any variations to these Conditions.
14.8 Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.9 If Growthdeck fails to insist that you perform any of your obligations under these Conditions, or if Growthdeck does not enforce its rights against you, or if Growthdeck delays in doing so, that will not mean that Growthdeck has waived its rights against you and will not mean that you do not have to comply with those obligations. If Growthdeck does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you.
14.11 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.12 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).