This document sets out the fees, charges and other sums, which InvestingZone (“IZ”) may charge for the provision of access to its investment platform.
This document should be read with the current applicable member rules for Companies or Investors, depending what sort of member you are (the “InvestingZone Rules” or “IZ Rules”).
1. IZ Charges (Investor Members)
1.1. Investor Members are not required to pay fees for membership of IZ, for access to presentations from Company members, or for making investments or any other proper use of IZ’s services.
1.2. IZ reserves the right to introduce new or additional charges payable by Investor Members, or to vary the rate of such charges. IZ will give all members at least 30 days notice of any such step.
1.3. IZ’s schedule of charges is available on the IZ site.
2. IZ Charges (Company Members)
2.1. Company Members are required to pay to IZ a fee for successful fund-raising on or through the IZ site and use of IZ’s services.
2.2. Basic Fee: The basic fee rate is 5.0% of the amount raised by the company through the IZ platform. This means that if your company raises a given amount of money as investment, we will deduct a proportion of that amount as our fee, and your company will therefore receive less than the amount it raised. Companies also pay the fees charged by GoCardless for drawing funds from investors. These fees are currently set at 0.5% of payments made.
2.3. Off-platform Investment: Where the company has already raised investment prior to its pitch being published on the IZ platform, no fees will be charged. Once a pitch has been published, the full basic fee will be charged on all investment raised both on and off-platform.
2.4. If the fundraising is unsuccessful on the IZ platform no basic fee is charged by IZ.
2.5. Investment transaction legal process costs: In addition to the basic fee charged by IZ, the company will be responsible for charges in connection with the legal/contractual processing of an investment transaction. There are three fixed cost levels (IZ will agree with the company which level applies) and in some cases the company may be asked to agree the costs with the processing firm on an ad hoc basis.
|Transaction "level"||Transaction fees contribution|
For avoidance of doubt, the transaction fees are not intended to cover, and the Company member will be liable for, any other components of the costs of investment transaction processing, including:
the costs of investment transaction processing (if any) that exceed the fixed fee levels;
VAT on the charges for transaction processing; and
Company House, HMRC and any other third party charges.
The Company will be informed by IZ if the level of charges for investment transaction processing are considered likely to exceed standard/expected level. IZ makes every effort to keep the level of charges for investment transaction processing within the levels of the suggested fixed fee charges (so that there is little or no extra cost to the Company). These charge levels are what IZ considers to be the standard/expected level of charges for normal, non-complex investment transaction processing.
However, all members must recognize that:
the level of charges for investment transaction processing is set by the external firm nominated by IZ and therefore the costs are not under IZ’s control;
the charges for investment transaction processing depend on factors outside the control of the processor firm itself, such as the nature and complexity of the business of the company, and the structure and terms applicable to existing shareholdings or other financial arrangements;
it is in the interest of investors and the Company itself that the implementation of investment transactions is done in a professional and careful manner, which may mean that additional matters require to be investigated (as part of due diligence) or additional matters need to be dealt with in the agreements implement the investment transaction.
2.6. IZ Share Option: Under the terms agreed between IZ and Company Members seeking to raise investment on the IZ platform, IZ will require to be granted an option from the Company to invest in 1% of the share capital of the Company being offered on the IZ platform at the same price as that applicable to IZ investors. This option will last for 7 years from the original investment date.
2.7. IZ may vary the rate of the charges or introduce additional charges payable by Company Members.
2.8. IZ’s schedule of charges is available on the IZ site.
2.9. Additional fees: In exceptional circumstances, and only by prior agreement with the Company, IZ may have to make additional charges to cover unexpected aspects of the preparation of a company presentation or to address issues which arise during the investment transaction process. Examples include resolving the eligibility of the company investment for EIS, SEIS or other tax reliefs, or seeking specialist reports or advice on matters of specific relevance to the company’s business.
2.10. Protective measures: In order to avoid IZ being deprived of fees by unfair conduct on the part of any members or third parties (in other words, being “dis-intermediated”) when requesting IZ to publish a fund-raising presentation on the IZ platform the Company Member agrees with IZ that the basic fee and share option – or some alternative fee arrangement reasonably equivalent in value to IZ – will apply and must be paid by the Company in the event that:
an investor has viewed your presentation and then concludes an investment in the Company Member outside of the IZ platform; or
any person or persons conclude any investment in the Company Member under ant structure and upon any terms while the presentation is available on the IZ platform and within 60 days after the presentation stops being available on the IZ platform.
2.11. The liability of the Company Member to pay IZ’s fees on the amount of investment raised will apply with regard to any investment in the company after it has posted a presentation on the IZ platform whether the investment is concluded outside or “offline from” the IZ Platform, and whatever form (cash or investment in kind) the transaction may take.
2.12. IZ reserves all rights to recover damages if we suffer financial losses as a result of attempts (successful or not) to prevent us charging our fees after having made the resources of the IZ platform and IZ’s other services available to a Company.
3. General terms applicable to IZ Charges (All Members)
3.1. Changes to charges/fees: IZ may make changes to the amounts of charges or add new charges altogether, from time to time, on notice to the Members (which will be provided in writing or email). This Fees & Charges Schedule will be deemed to have been amended accordingly.
3.2. Invoiced fees: Any fees, charges and expenses (including fees for any additional services provided by IZ to the Member) that are not paid by the Member through deduction from amounts raised via the investment process and settled through the transaction processing system must be paid in accordance with an invoice issued by IZ.
3.3. Member liable for Stamp Duty & taxes: The Company Member is responsible for the payment of (i) all taxes and charges relating to any investment such as stamp duty and Company House filing charges, and (ii) any taxes or other charges, including withholding taxes, on payments made by the Member in connection with any investment or shares issued.
3.4. Promotional fees: IZ may from time to time offer selected Members promotional rates to supersede the standard charges as detailed in relation to the relevant promotion or offer and for a specified period of time. IZ will not be under any obligation to extend such offers or promotions to all Members. Any general variation in the IZ charges will be notified to all Members, and the IZ Fees & Charges Schedule will be updated and made available via the IZ website.
3.5. VAT: Value Added Tax, where applicable, may be added to all IZ fees and charges.
3.6. Charges on bank transfers: IZ will make all payments to Members through BACS or CHAPS. If we agree to make a payment to a Member (or to its order) other than by the standard methods under the BACS or CHAPS systems, we may charge additional administration charges.
IZ Fees schedule version 3.1
Effective date: 1 November 2013