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Terms and Conditions - Investor and Company

Introduction

Welcome to InvestingZone (“IZ”). These terms of business (the “InvestingZone Rules” or “IZ Rules”):

(i)                   form part of the agreement (the “Company Agreement”) between each Member (as defined below) and InvestingZone Limited (Company No 8179786) of 1st Floor, 1 East Poultry Avenue, London EC1A 9PT(“IZ”)

(ii)                  are binding on and between all Members in all dealings with each other and with IZ; and

(iii)                 apply to the services available from and to all persons using IZ’s proprietary databases and applications whether by accessing or using the website and sub-domains of www.investingzone.com or from use of any other IZ-branded websites.

The IZ Rules are proprietary to and copyright © 2014 of InvestingZone Limited.

This version of the IZ Rules is effective from 1 June 2014 for current users, and upon acceptance for new users.

Acceptance of IZ Rules

Before you can become a Member of IZ, you must read and accept all of the terms set out in (or linked through) the IZ Rules.

You sign-up to the IZ Rules by completing and returning to IZ all the information we need from you through the online “Company Member Sign-up”, “Investor Member Sign-up” or “Non-Investor Member Sign-up” procedure on the IZ website.

Please note:

(i) when you check the box marked “I Agree/Acceptance of the IZ Rules” (or equivalent) and click on the button marked “submit your application to IZ”, your application becomes the basis of your legally binding Company Agreement with IZ, subject only to IZ’s approval of the application; and

(ii) when you enter into an Company Agreement with IZ, you agree that any changes to the IZ Rules will also apply to you. Therefore you should always check the current version of the IZ Rules which will be available through the IZ website at www.investingzone.com.

What is the IZ Platform?

ALL MEMBERS BY AGREEING TO THE IZ RULES ACKNOWLEDGE AND ACCEPT THAT:

a)      the IZ Platform is a commercial introduction and showcasing solution which (in summary):

i)         provides Company Members with a flexible method of seeking interest from potential investors among the IZ community;

ii)        provides Investor Members with the opportunity to make their own decisions on investments in small, unlisted early stage and growth private companies; and

iii)       provides Company Members the opportunity to introduce their shareholders to the IZ Platform and invite them to become Non-Investor Members (or subject to the eligibility conditions, Investor Members) to facilitate communications to shareholders from the Company Member in the form of Company Reports and IZ Company Forums;

b)      IZ’s involvement with transactions between Members is strictly limited to the facilitation, management, processing, supervision and administration of Member transactions and communications in the capacity of owner of the IZ Platform;

c)       IZ does not make any investment analysis of a Company, does not give any advice or express or implied warranties as to the merits or risks to which any parties are or may be exposed when offering, considering or making investments or otherwise entering into transactions through the IZ Platform;

d)      IZ does not guarantee payment by any parties to any other parties, whether by Investors who commit to subscribe for shares or by Companies which may declare dividends or other payments to shareholders;

e)       IZ does not make any analysis of a Company Report and does not give any advice or express any opinion on the content of communications between the Company Member and its shareholders; and

f)         IZ is not a broker, fund manager or investment adviser or authorised in any jurisdiction to carry out any of those activities and the rights and duties owed by IZ to the Member are only those set out or referred to in the IZ Rules and not the rights, duties or obligations of a broker, fund manager or investment adviser towards its client.

Confidentiality

All information submitted to IZ as part of the membership application process:

  1. will only be used to evaluate whether you are eligible to be a Member and given access to the IZ platform; and
  2. will be kept confidential and secure once it reaches our server and will not be disclosed to any third party for any purpose other than for the purposes of evaluating your application or facilitating investments made by you.

To the extent that we receive personal information from you, this will be dealt with according to the applicable laws and regulations with respect to data protection. In the context of investments in your company, you agree that IZ may share information about you with the relevant investors and advisers or third parties involved in implementing the investment transaction.

As a Member, you undertake that you will not at any time after the date of your Company Agreement use, divulge or communicate to any person (except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority) any confidential information (defined below), and will use your reasonable endeavours to prevent the publication or disclosure of any confidential information, and will only use such confidential information for the purposes of proposing, considering or making transactions through the IZ Platform.

Warning – Revocation of Membership

IZ may exercise the right to cancel a Member’s rights if any one of a number of breaches of the Member’s duties and obligations is suspected, imminent or shown to have occurred. Cancellation would prevent the member securing further finance or making further investments through the IZ Platform.

  1. Definitions

1.1.      Defined terms: The following special terms are used in the Company Agreement:

"account" means a virtual account of your activity and investments involving the IZ platform managed by us.

"Company Member” means a company which has become a member of the IZ community by accepting the terms of the IZ Documents applicable to it to access and use the facilities of the IZ platform for raising investment and/or for enhancing its ability to communicate with its shareholders who become Non-Investor Members or Investor Members.

“Company Report” means all information – in writing, figures, graphics, video or audio (including information given during online/real-time conferences or similar situations) – about a Company (including but not limited to its business, assets, liabilities, trading results, future prospects, financial position, management or staff) which is posted, uploaded or otherwise provided by or on behalf of the Company on the IZ platform for communication to its shareholders who are Members of the IZ community;

"confidential information" means all information in any form (including in written, oral, visual or electronic form) relating to a Company Member or its business that is directly or indirectly disclosed after the date you become a Member to another Member in a presentation on the IZ platform by the relevant Company Member or any person acting on that Company’s behalf, or which comes to a Member’s attention in connection with his assessment or investigation of the Company, its business or the business/investment  opportunity (that being the sole purpose for which you are permitted to use the information). It does not include information that is public knowledge or was known to the Member before he viewed the presentation, or which he can show, to IZ’s reasonable satisfaction, he found out by legitimate means from a source not connected with the relevant Company.

investments” include shares or any class in any Company Member or options, warrants or other rights to acquire such shares.

investment documents” means the Company’s articles of association, the investment agreement and any other contracts being used to implement the investment transaction.

"Investor Member” (or “investor”) means a person who is eligible to become a member of the IZ community with a view to making Investments and has accepted the terms of the IZ Documents to access and use the facilities of the IZ platform.

"IZ charges” (or “charges”) means the charges which IZ is entitled to apply in respect of access to and use of the IZ platform use as published from time to time.

IZ”, "we"  “us” and similar terms means IZ or, where we have assigned our business or our rights under the IZ documents, the person to whom we have assigned them.

"IZ Documents” means the Company Agreement, the IZ web-site/platform rules and the IZ charges schedule as published from time to time, our brochure(s) providing information on our services, your member application form and any other document published by us and delivered or made available to you, to the extent any of them are expressed to contain terms and conditions of our relationship with you in each case as amended from time to time.

"Non-Investor Member” (or “Non-investor”) means a person who is a shareholder of a Company Member, has been invited by that Company Member (or by IZ on behalf of the Company Member) to become a member of the IZ community for purposes of receiving communications from the Company Member (in the form of Company Reports) and who has accepted the terms of the IZ Documents to access and use the facilities of the IZ platform. For the avoidance of doubt a Non-Investor Member is not able to make Investments on or through the IZ platform unless he or she has separately been accepted by IZ as eligible to become an Investor Member of the IZ community with a view to making Investments.

presentation” means all information – in writing, figures, graphics, video or audio (including information given during online/real-time conferences or similar situations) – about a Company or its business which is posted, uploaded or otherwise provided by or on behalf of the Company in connection with any fund-raising or investment process conducted on the IZ platform;

"Regulator" means the Financial Conduct Authority (FCA) or its successor regulatory body.

"Regulator Rules" means the rules of the FCA (or relevant Regulator) as amended.

"transaction" means the purchase or sale of shares or other investments by an Investor member from a Company Member.

transaction processor” means the solicitor or other professional firm acting in that capacity, whose role is explained at clause 6.4.

"you" means you as a Company Member as identified in IZ’s records and through your account, and "your" shall have the corresponding meaning.

1.2.      Interpretation Any reference in the IZ Rules to:-

 (i)     "including" will not be construed as limiting the generality of the words preceding it;

 (ii)     the Company Agreement and to any provisions of it or to any other IZ document shall be construed as references to them in force for the time being and as amended, varied, supplemented, restated, substituted or novated from time to time; and

(iii)     a person of one gender will include a reference to other genders and no gender, and is to be construed to include references to a corporation, firm, company, partnership, joint venture, unincorporated body of persons, individual or any state or any agency of a state, whether or not a separate legal entity, and includes that person's assignees or transferees or successors in title, whether direct or indirect.

Clause headings are for ease of reference only and are not to affect the interpretation of the Company Agreement.

  1. Important preliminary matters
    1. IZ is an appointed representative of E-Synergy Limited of Fleet House, 8-12 New Bridge Street, London EC4V 6AL. E-Synergy is authorised and regulated by the FCA in the conduct of investment business.
    2. WITH REGARD TO A COMPANY MEMBER, IZ AND E-SYNERGY ARE AUTHORISED ONLY FOR A LIMITED RANGE OF REGULATED ACTIVITIES COMPRISING CORPORATE FINANCE BUSINESS, WHERE THAT RELATES TO THE OFFER OR ISSUE OF SHARES BY THE COMPANY MEMBER OR THE MANNER IN WHICH OR THE TERMS ON WHICH THAT OFFER OR ISSUE TAKES PLACE. NEITHER E-SYNERGY NOR IZ OFFERS ANY WIDER RANGE OF CORPORATE FINANCE SERVICES, OTHER REGULATED INVESTMENT SERVICES , INVESTMENT ANALYSIS OF ANY COMPANY OR ANALYSIS OF COMPANY REPORTS AND ANY INFORMATION FORMING PART OF COMPANY REPORTS POSTED ON THE IZ PLATFORM. NEITHER E-SYNERGY NOR IZ GIVES ANY ADVICE OR EXPRESS OR IMPLIED WARRANTIES AS TO THE MERITS OR RISKS TO WHICH ANY PARTIES ARE OR MAY BE EXPOSED WHEN SEEKING TO OFFER SHARES OR RAISE INVESTMENT FUNDING, OR WHEN CONSIDERING OR MAKING INVESTMENTS OR OTHERWISE PROPOSING, PRESENTING, NEGOTIATING OR ENTERING INTO TRANSACTIONS THROUGH THE IZ PLATFORM.
    3. Provided that your application is approved by IZ your membership and account will open when you accept the Company Agreement and we have received any required identity verification documents or other information that we may be required to obtain from you under Regulator Rules or by law.
    4. We will not accept you as a member or open an account where the information you have supplied is (in our opinion) insufficient.
    5. IZ has certain responsibilities under the Regulator Rules and other applicable regulations to verify the identity of, and run anti-money laundering checks on, persons associated with Company Members. You agree that we may undertake appropriate searches for the purposes of verifying your identity.
    6. From time to time we may need to run additional identity checks on you. You agree that we may run any and all of these checks on you. We will not be responsible for any loss that may result from any delay whilst your identity is verified.
    7. We reserve the right to refuse any application for membership without giving reasons for doing so.
    8. WE DO NOT PROVIDE ADVICE WITH RESPECT TO ANY ASPECT OF TRANSACTIONS CONDUCTED OR COMMUNICATIONS MADE THROUGH THE IZ PLATFORM, OTHER THAN ADVICE ON THE TECHNICAL USE OF THE IZ PLATFORM. THIS MEANS, AMONG OTHER THINGS, THAT WE CANNOT GIVE YOU ANY INVESTMENT, LEGAL, TAXATION OR OTHER ADVICE IN CONNECTION WITH YOUR MEMBERSHIP OR ANY INVESTMENTS YOU OFFER THROUGH THE IZ PLATFORM. IF YOU NEED ADVICE, YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FINANCIAL, LEGAL, TAXATION OR OTHER ADVISER.
    9. ALL INVESTMENTS OFFERED, CONSIDERED, MADE OR DISPOSED OF IN CONNECTION WITH YOUR USE OF THE IZ PLATFORM ARE PROPOSED OR CONCLDED BY YOU ALONE AND ARE NOT SELECTED, MANAGED OR ADVISED UPON BY US.
    10.  Investments made by Investor Members in your company through the IZ platform must be registered in the Member’s name in the records of your company. Investments will not be registered in IZ’s name nor in the name of any nominee or custodian.
  2. Basis of our relationship/Risk Warning
    1. In our relationship with a Company Member:
      1. IZ will treat the Company, represented by its board of directors, as the client; and
      2. IZ will be entitled to act at all times on the basis that the Company and its board have given full authority to the nominated lead or “fundraising manager” for the Company (whether or not that person is a shareholder or director of the company) to take any and all decisions on behalf of the Company member with regard to any presentations submitted and any investments being offered;
    2. In our relationship with a Company Member:
      1. IZ will not have any liability or responsibility to any individual or company or other person that is or may become a shareholder of the company before the start of a fundraising or before a fundraising is completed with regard to any matters related to the fundraising
      2. IZ will be entitled without further inquiry to assume that both individually and collectively the directors and shareholders of the Company Member possess sufficient expertise in and experience of raising investment for their company, understand any risks involved from seeking investment for a start-up or smaller company, and are capable of making all decisions regarding their fundraising on their own, such that the Company Member can be treated by InvestingZone as a professional client;
      3. by signing and returning your confirmation to Investing Zone (or checking the acceptance box) you will have confirmed to InvestingZone that you wish to be treated as a professional client in respect of the use of the services provided by InvestingZone and any transactions which you may enter into in connection with your membership of InvestingZone; and
      4. you understand that as a result of your election to be so treated you may lose significant rights and may have no right to complain to either of the following: (i) the Financial Services Authority; or (ii) the Financial Ombudsman Scheme, and may have no, or reduced rights to seek compensation from the Financial Services Compensation Scheme.
  3. Communications
    1. Your interactions with us and with other IZ members will take place through the IZ platform. Members must use the IZ platform for all communications concerned with any fundraising, including presentations by companies seeking capital, making investments, transferring settlement funds and keeping investors informed about the progress of a proposed investment. Company Members are encouraged by IZ to use the IZ platform for the majority, if not all other communications with their shareholders, including the posting of Company Reports and conducting dialogue with shareholders through an IZ company forum where the company may keep its shareholders informed about the progress of its business.
    2. After you have accepted the Company Agreement, you will be sent an e-mail and asked to click on a link for verification purposes. Once you have done so, you will be able to log onto the IZ platform using the username and password you have set up.
    3. Your username and password are the methods used by us to identify you and so you must keep them secure at all times. Your username and password are personal to you and are not transferable.
    4. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached. If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the IZ platform until measures have been taken to verify your identity.
    5. As long as the correct username and password are entered, we will assume that you are the person conducting activity on the IZ platform.
    6. After you first log onto the IZ platform, you will be asked to complete a profile of your Company. The profile will be open to all other members so that they can identify and interact with you. You must complete the profile truthfully, and it is your responsibility to keep the information in your profile up to date.
    7. As a member you are solely responsible for the content of any material you post on the IZ platform such your Company’s presentations, any Company Report, answers to questions on a presentation by your Company or postings on your IZ company forum. You may not post, transmit or share information on the IZ platform that you do not own or have permission to post. You give IZ an unrestricted licence to publish, duplicate and use for the purposes of IZ’s business all information and material which you post, transmit or share (or cause to be posted) on the IZ platform. You agree to indemnify and hold harmless each other IZ member and IZ from and against any loss, damages or costs arising from or in connection with any content you post on the IZ platform.
    8. As a member you are solely responsible for your interactions with other IZ members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other IZ members.
    9. We may (in our absolute discretion) decline to allow all or any part of a presentation or Company Report to be published on the IZ platform or to process or pass on to the relevant member any communication or having processed it, refuse to act on it without informing you of our reasons for doing so or accepting responsibility for any loss you may incur through our actions.
    10. In addition to the information set out in company presentations and Company Reports, IZ may post information on the IZ platform about investing in Member Companies generally or other matters that we believe may be relevant or of interest to members. We cannot assure you that this additional information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not.
  4. Process for transactions/investments
    1. As a Company Member, if you wish to undertake a fundraising and your company and the investment being offered are considered eligible by IZ, you will have the opportunity to present the opportunity to invest in your company to Investor Members through the IZ platform.
    2. The arrangements and processes under which Investor Members consider and make investments through the IZ platform are set out in the Investor Rules. Company Members are assumed to have fully familiarised themselves with those arrangements and processes. Non-Investor Members (even if already a shareholder in your company) are not under current Regulator Rules able to make investments through the IZ Platform unless they are eligible to become, and apply to become, an Investor Member.
    3. In agreeing to the terms of membership of IZ Investor Members are required to expressly agree to treat any offer of shares in a Company Member (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. In order to be able to fundraise through the IZ platform a Company Member must meet IZ rules for eligible companies. A Company Member will be eligible if it meets the following criteria:
      1. It operates in any sector (other than company sectors excluded by IZ from time to time, details of which are given on the IZ site); and
      2. It is a private company limited by shares and incorporated in England, Wales, Scotland or Northern Ireland (or any other country if IZ has added that country to our list of permitted locations, details of which are given on the IZ site).
    5. The determination whether a company qualifies as eligible to fundraise through the IZ platform is ours and ours alone, and we may determine that a company is not eligible for any reason or no reason.
  5. The Presentation Process/Access & Use of Presentation information:
    1. In order to seek investment for a company by fundraising through the IZ platform you will need to follow the process set out in the “Get Investment” section of the IZ site. This process requires you to provide answers to a series of questions about your company, along with evidence to support the information provided. It also allows you to upload a short video pitch if you so choose. You will also be able to specify how much capital you want to raise, and what percentage of the company's equity you are offering in exchange.
    2. Company Members should be aware that the information they provide at all stages of the presentation process will be accessed and viewed by many other Members. Any of those Members who review your presentation are potential investors for your Company, and it is in the nature of the environment created by the IZ Member community that information about companies may be shared and discussed. Because of this, Members are under no obligation to keep the information from your presentation confidential, although they will be under an “appropriate use” obligation. IZ will not provide you with any information about who viewed your presentation.
    3. Company Members should also bear in mind that information about their business contained in their presentation could be accessed and viewed by other Members who are, or may be, associated with a competitor firm, company or business. You should use your discretion before including any information about your business that could be of material benefit to competitors. IZ cannot give any assurance that information contained within a presentation will not be used by other Members or third parties for their own benefit, and IZ will not be responsible for any such actions or use.
    4. UNDER NO CIRCUMSTANCES WILL IZ HAVE ANY LIABILITY TO YOUR COMPANY FOR ANYTHING DONE BY OTHER PERSONS, WHETHER OR NOT MEMBERS, THAT IS OR MAY BE ALLEGED TO BE A BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OR ANY OTHER INFRINGEMENT OF YOUR RIGHTS.
    5. Before a presentation is made accessible to other members it must be submitted for our review. We may ask you to make modifications to the presentation or to submit additional evidence, and we may decide to not approve the presentation for any reason or no reason.
    6. IZ (or E-Synergy) will have reviewed every presentation that you see on the IZ platform. IZ (or E-Synergy) will have approved its contents at a specified date as a financial promotion for the purposes of the Regulator Rules. This means that we have concluded that in our opinion, based on the information provided, taken as a whole the information is "fair, clear and not misleading" as that date.
    7. THE APPROVAL OF A PRESENTATION DOES NOT MEAN THAT EITHER IZ OR E-SYNERGY IS RECOMMENDING THAT ANY PERSON MAKES AN INVESTMENT IN THE COMPANY; THAT WE BELIEVE THE COMPANY IS LIKELY TO BE SUCCESSFUL OR THAT WE TAKE ANY RESPONSIBILITY OR WILL IN ANY WAY BE LIABLE TO YOU IF THE BUSINESS IS NOT SUCCESSFUL; NOR THAT WE ARE OFFERING ANY ADVICE TO ANY MEMBER CONSIDERING AN INVESTMENT IN THE COMPANY.
    8. Investor Members are free to make any additional investigations into the information contained in a presentation.
    9. THE INVESTMENT DECISION WITH RESPECT TO ANY INVESTMENT THROUGH THE IZ PLATFORM IS THAT OF THE INVESTING MEMBER ALONE.
    10. The presentation will stay active for a specified period of time (normally 60 days), although this period may be extended by up to 28 days at the discretion of IZ.
    11. When you create and post onto the IZ site a presentation for a Company, one individual – who must normally be a founder shareholder or director of the Company - will be designated the "fundraising manager" for the Company. The fundraising manager will be the main contact person for the Company while the presentation is active, and has the responsibility to answer questions about the company and the fundraising and to manage the company’s interaction with IZ, potential investors and the transaction processor during the fundraising period. He/she will also be a signatory to the investment documents. Other members of your management team can also be involved in the fundraising and presentation process.
    12. After completion of an investment IZ recommends that the Company should designate an individual, who may be the fund-raising manager or another senior person involved with the company, as the main point of contact between the company and its investors.
    13. If we approve a presentation investors will be able to review the presentation and make an investment through the process described in the IZ Rules. If:
      1. the company receives all the investment it is seeking; and
      2. the company and the transaction processor have agreed the investment documents to our satisfaction;

then the Company and IZ (acting under the authority of each Investor) will sign the investment documents.

  1. Your rights and obligations with respect to the investment once it has been made will be as set out in the relevant investment documents. We reserve the right to request that any person must execute the Investment Agreement if we deem it appropriate to do so, in our sole discretion, before an investment is completed.
  2. The completion of an investment in your company will only go ahead if all (or in IZ’s discretion, at least 90%)of the capital you are seeking has been committed within the fundraising period when the presentation is active (subject to our right not to complete an investment for other reasons). We do not guarantee that your company will receive commitments for all of the capital it is seeking.
  3. Once you have created a presentation, it will be available to you in the "Your Company" section of the IZ platform, and you will be able to see information about investment that has been committed to the company through the IZ platform. If the investment is completed, it will continue to be listed in the "Your Company" section, and through that section you will be able to provide information and conduct certain activities on behalf of your Company.
  1. Completion of investment transaction.
    1. At the end of the fundraising period if your company has received all (or in IZ’s discretion, at least 90%) of the investment it is seeking from investor members who have confirmed their readiness to invest, the fundraising period ends and the transaction will close.
    2. On the closing date provided:
      1. the transaction processor has issued confirmation that the Company’s articles, the investment agreement and any other contracts being used to implement the investment (altogether, the “investment documents”) have been agreed with the Company and prepared for distribution to the investors; and
      2. no more than 10% of funds committed by members to the transaction have been notified as withdrawn; then:
      3. IZ or the transaction processor will issue an email to all investors involved notifying them that all of the settlement funds have been or will imminently be transferred to the transaction processor’s client funds account, to complete the investment in exchange for shares issued to the Investors; and
      4. the investment transaction will be completed.
    3. The closing and completion process may take several days to implement under the control of the transaction processor, during which time the transaction processor will allocate shares subscribed for among those investors who gave their commitments during the fundraising period and paid the required settlement funds.
    4. THE ROLE OF THE SOLICITOR OR OTHER PROFESSIONAL FIRM ACTING AS THE “TRANSACTION PROCESSOR” IS TO PROVIDE A LIMITED SERVICE TO THE COMPANY TO COMPLETE AN INVESTMENT TRANSACTION. THE TRANSACTION PROCESSOR IS NOT ENGAGED TO PROVIDE LEGAL OR ANY OTHER FORM OF ADVICE TO INVESTORS ON ANY RISKS OR OTHER ISSUES OR MATTERS RELATING TO THE COMPANY, ITS BUSINESS OR THE PROPOSED TRANSACTION. THE TRANSACTION PROCESSOR ACTS EXCLUSIVELY FOR THE COMPANY ON THE BASIS OF INFORMATION PROVIDED BY THE COMPANY AND ITS MANAGEMENT, ADVISERS OR OTHER PARTIES ARRANGED BY THE COMPANY, AND DOES NOT ACCEPT ANY EXPRESS OR IMPLIED RESPONSIBILITY TO THE COMPANY OR INVESTORS TO REVIEW, VERIFY OR INVESTIGATE SUCH INFORMATION, OR IDENTIFY GAPS IN THE INFORMATION PROVIDED, OR TO ADVISE THE INVESTORS ON ANY SUCH MATTERS.
    5. THE DETERMINATION AS TO WHETHER THE TERMS FOR THE INVESTMENT AS SET OUT IN THE INVESTMENT DOCUMENTS ARE SATISFACTORY IS ENTIRELY AT YOUR DISCRETION.  
  2. Non-Completion of the Investment.
    1. If your Company does not receive all of the investment it is seeking during the fundraising period, or if the transaction processor is unable to agree the investment documents with your Company, or for any other reason IZ in its discretion considers that the proposed investment should be cancelled, the proposed transaction will terminate.
    2. Separately, IZ may decide to terminate a transaction and the related presentations at any point before the end of the fundraising period for any reason.
    3. IZ will not be liable to any member for any loss, damages or costs arising from our decision to terminate a presentation or a transaction.
  3. Preparing, transferring and receiving funds
    1. When an investment is made through the IZ platform the Investors and the Company must use the payment process which is described on the IZ platform. Where the payment process makes use of third party payment services providers IZ is not responsible for the services offered or the performance of the services.
    2. The settlement funds due from Investors making an investment are required to be received on or before a specified settlement date (which will be clearly stated in the notice of the transaction closing details sent by IZ to all parties involved in the transaction).
    3. No transfer of the required settlement funds for a transaction to the Company Member can take place until all the required funds have received as cleared funds into the account of the transaction processor.
    4. When the investment is completed, the funds will be transferred from the transaction processor (net of the charges payable to IZ) to your Company.
    5. Company Members must agree that the charges due to IZ from a Company in connection with a successful fundraising are payable immediately the investment is completed. IZ reserves the right to immediately deduct such payments from the aggregate funds held by the transaction processor.
  4. Your Account
    1. Statements showing the status of your account will be available online.
    2. We will retain records of transactions for six years.
  5. Company Members using IZ Platform to post Company Reports
    1. IZ welcomes new Company Members where the Company may not at the time of joining wish to make a fund-raising on the IZ platform.
    2. The facilities of the IZ platform are available to Company Members for purposes of facilitating and enhancing their communications with their shareholders. IZ encourages all Company Members to keep their shareholders up-to-date with company news, tell their shareholders among the IZ community about their business and what the Company is doing.
    3. The IZ forum for any one Company is a central meeting place for the management of the Company and its shareholders. The IZ forum and the Company Reports posted on it are unique to and only accessible by existing shareholders of that Company.
    4. The Company Member cannot (under current legislation) use its IZ forum and its Company Reports posted there in order to seek additional fundraising from IZ Members as (i) the forum and its Company Reports are accessible to members who are not Investor Members and (ii) this would make all such information financial promotions and subject to stringent regulatory compliance requirements. However a Company Member can at any time contact IZ and request the approval of a new presentation connected with a new fund-raising where the information concerned is wholly or largely based on material provided in its most recent Company Reports.
    5. When a Company Member introduces its shareholders to the IZ platform, and any shareholder becomes an Investor Member or Non-investor Member of the IZ community, the Company Member unconditionally warrants to IZ that the company has full authority to provide to IZ the required personal data on each shareholder to allow IZ to assess the eligibility of the individual to become a member of the IZ community.
  6. Non-Investor Members using the IZ Platform
    1. A Company Member may contact any or all of its current shareholders, notify them that the company has become a member of the IZ community, and inform its shareholders that the company intends to make available through the IZ platform Company Reports containing regular and additional information about the company and its business.
    2. The Company Member may, in addition or as an alternative, provide its current register of shareholders to IZ and request IZ to communicate with its shareholders to the same effect as set out in the previous paragraph.
    3. Shareholders of the Company Member who wish to have access to the IZ platform must either become an Investor Member or a Non-investor Member and in so doing accept the current IZ Rules applicable to the relevant type of membership.
    4. Shareholders in a Company Member, whether Investor Members or Non-investor Members, may make use of the IZ platform facilities to:
      1. participate in Question & Answer (“Q&A”) 'forums' on the platform to exchange thoughts and ideas about their Company;
      2. comment on or raise question about information posted by the Company in a Company Report; and
      3. discuss their shareholdings and strategies.
    5. Registration as a Non-investor Member is free of charge. A Non-investor Member is entitled to access and view all content on the IZ Forum of the company in which he or she is a shareholder and to post messages to that IZ forum, subject always to the terms of use of the IZ platform.
    6. By accessing the IZ site a Non-investor Member agrees to be legally bound by the IZ Rules and in particular by the following terms:
      1. You acknowledge that IZ does not give any express or implied advice with regard to the company or any information contained in any Company Report;
      2. You agree that IZ is an information and services website and is not a regulated share-trading market or any share-trading market at all;
      3. The IZ platform and the IZ forum for the company in question are made available solely for the provision of information and neither of them constitute an offer to buy or sell any shares or other financial products;
      4. You understand that with respect to any information in a Company Report posted to the IZ forum of the company, IZ plays no part in the evaluation or validation of such information;
      5. The IZ platform serves only to help IZ members make their own investment or share-related decisions: accordingly it may not be suitable for all users and does not constitute a personal recommendation;
      6. The value of shares and other investments and the income from them can fall as well as rise and investors may get back less than they originally invested. In the case of higher volatility investments such as shares in smaller private companies these may be subject to large or sudden falls in value;
      7. Any individual who is in any doubt about any proposed investment or transaction should consult an authorised person or professional advisor specialising in advising on investments all transactions of the kind in question.
  7. Use of IZ Company Forums
    1. Access to the IZ platform and the use of and participation in any IZ company forum is strictly conditional on acceptance and observance of the following conditions
    2. You agree not to post any abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-orientated or any other material that may violate any laws whether in the UK or your home country or under international law. Doing so may lead to you being immediately and permanently banned, with notification of your Internet Service Provider if deemed required by IZ.
    3. The IP address of all posts is recorded to aid in enforcing these conditions.
    4. You agree that we have the right to remove, move or close any posting to an IZ forum at any time should we see fit.
    5. You agree that we have the right to temporarily or permanently suspend your membership at any time should we see fit.
    6. As a user you agree to any information you have entered to being stored in a database.
    7. You agree that you understand that this is an information and investment services website, and specifically does not constitute a regulated market for share trading, and you understand that if you are put in touch with another member through this website, what happens subsequently is not the responsibility of IZ.
    8. You agree that IZ is not responsible for any loss or damage suffered by you caused by the use of this website.
  8. Rights of Members as shareholder
    1. IZ is not (except as described at section 14.3) involved in transactions between your Company and its shareholders that take place after the completion of an investment transaction. 
    2. It is the responsibility of you as a Company Member (and your management) to communicate with your shareholders, make arrangements regarding shareholder meetings, and meet your legal requirements to provide information such as an annual report and accounts.
    3. IZ may make the IZ Platform available to a Company Member to allow it to communicate with its shareholders, make arrangements regarding shareholder meetings, and conduct voting or other procedures. IZ will notify the Company Member in writing (through the IZ Platform) when such facilities are available and the terms applicable to such facilities; which may be suspended or withdrawn at any time by IZ.
    4. It is a condition between IZ and Company Member seeking to raise investment on the IZ platform that your company will need the prior approval in writing of IZ under the terms of the investment agreement(s) implementing the investment before your company can validly implement certain changes to the rights of IZ members who have become shareholders in your company. This right will last for 5 years from the original investment date.
    5.  IZ will not be liable where your Company fails to meet its liabilities (including statutory and common law duties and responsibilities) as described in this section.
  9. IZ Fees, Charges and Expenses (Company Members)
    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. Our charges are primarily derived from a percentage of the amount raised by your 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. If the fund-raising is unsuccessful on the IZ platform (except because of the member and/or investor(s) taking steps deliberately to avoid accountability for IZ’s fees) no basic fee is charged by IZ.
    2. IZ may vary the rate of such charges or introduce additional charges payable by Company Members. IZ’s schedule of charges is available on the IZ site.
    3. If your company has already started a fundraising exercise through other channels (whether private investors, FCA regulated intermediaries or others) IZ may require as a condition of your company being permitted to raise additional investment through the IZ platform that IZ may charge a reduced fee on the amount of investment you have raised otherwise than through the IZ platform (and in some cases taking into account the relative proportions of the aggregate sums raised through all channels and through the IZ platform).
    4. 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.
    5. 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”) the Company Member is deemed to agree with IZ:
      1. when requesting IZ to publish a fund-raising presentation on the IZ site/platform; and
      2. when making any alteration to or add information – including Q&A or other updates to an existing presentation;

that the basic fee and share option – or some alternative fee arrangement reasonably equivalent in value to IZ – will apply and must be paid to IZ by the Company if any of the following events occur after the publication or alteration of the fund-raising presentation:

  1. IZ’s systems show that an investor has viewed the presentation and that investor (or persons reasonably considered to be acting on behalf or in concert with that investor) concludes an investment in the Company Member otherwise than through participation in an investment transaction initiated through the IZ platform and managed in accordance with the IZ Rules; or

  2. IZ has reasonable grounds to consider that any person or persons has concluded any investment in the Company Member, otherwise than through participation in an investment transaction initiated through the IZ platform and managed in accordance with the IZ Rules, while the presentation remains available on the IZ platform or within 90 days after the presentation stops being available on the IZ platform.
  1. IZ’s Liability
    1. IZ will not be liable to you for any indirect, consequential, or special loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
    2. IZ is not be responsible for any loss or damage or depreciation in value of a Company nor for failing to arrange for an investment to be made by any IZ member.
    3. Any liability which IZ may have to you for any loss or damage arising in connection with your access to and use of the IZ platform will be limited to no more than the amount you raise through the IZ platform (without regard to any subsequent reduction or appreciation in the value of your Company or its shares).  
  2. Termination or suspension of IZ Membership
    1. Termination By You. If you no longer wish to be an IZ member, you may terminate your membership at any time by notifying us in writing.
    2. Termination By IZ. We may terminate your IZ membership at any time and for any reason or no reason. In the event that we do so, we will notify you of such termination by e-mail.
    3. Termination for misuse or conduct:  IZ may terminate your access to the IZ platform in circumstances where you have (or IZ has reasonable grounds to suspect such to be the case) misused, attempted to misuse or otherwise demonstrated conduct which is in breach of the terms set out in the IZ documents or is (in IZ’s opinion) otherwise incompatible with the proper, orderly operation of the IZ platform or with the regulator rules. 
    4. Consequences of Termination. If your IZ membership is terminated or is suspended your investor agreement will also terminate, your access to the IZ platform will be terminated and you will no longer be able to seek capital or make investments through the platform. Despite the termination, you will remain responsible for observing the terms of membership concerning confidentiality of information acquired during your membership.
  3. Non-solicitation & Exclusivity for Fund-raising
    1. IZ’s relationship with Members is based on mutual trust and respect for the legitimate business interests of all participants in the IZ Platform. For their part, Investor Members and Company Members are expected to recognise IZ’s substantial investment in the IZ Platform and respect its legitimate interest to see a return on that investment.
    2. Under the IZ Rules, Members are not permitted to contact other Members with a view to:
      1. arranging an investment transaction in a Company which has an active presentation to take place outside the IZ Platform at any time during and for 28 days after the end of an active presentation (unless the Company has failed to meet the applicable fund-raising target);
      2. cancelling an active presentation in connection with an attempt or proposal to make or arrange an investment transaction between the relevant Company and a Member who has become aware of the Company or investment opportunity through the IZ Platform;
      3. during and for 28 days after the end of an active presentation (unless the Company has failed to meet the applicable fund-raising target), using information about the Company or its business in the context of plans, proposals or conduct reasonably suggesting the intention to extend alternative equity investment (“AEI Facilities”) to the Company.
    3. If any Company Member, or persons reasonably considered by IZ to be affiliated or connected with a Company Member (the ”Contracting Company”) at any time during the period while it continues to be a Member and for three (3) calendar months afterwards, contracts or otherwise enters directly or indirectly into arrangements with any other continuing Member (or any person, firm, company or organisation which had been a Member within 6 months of the date on which the Contracting Company’s membership ended or was terminated) for those persons to provide AEI Facilities to the Contracting Company or any of its affiliates or subsidiaries, THEN the Contracting Company will be liable to pay to IZ an introduction fee of whichever is lower of £5000 or 3.5% of the value of the AEI Facilities. Any such introduction fee must be paid to IZ within seven days of the completion of such AEI Facilities.
    4. Each Member is taken to have agreed with IZ when becoming a Member that it will not, either on its own account, directly or indirectly or in association with any person, firm, company or organization, while a Member and for six months after membership ending or being terminated, solicit or entice away or attempt to entice away, any current Member or any person, firm, company or organisation which has been a Member of IZ within 6 months of the date on which the exiting Member’s membership ended or was terminated.
    5. If IZ reasonably considers that any Members have concluded investment transactions, or conducted substantial negotiations relating to potential investment transactions, outside the IZ Platform in breach of the IZ Rules and the restrictions in this clause, IZ will be entitled to cancel the membership of any or all such Members and refuse to provide any other information relating to the previous use by such persons of the IZ Platform. IZ will have no liability to any Member or other person with regard to transactions concluded outside the IZ Platform (whether or not such investments result directly or indirectly from a presentation appearing on the IZ Platform), and IZ will not offer or undertake any administration support or other services with regard to such transactions.
  4. Complaints
    1. Initial Complaint. If you have a complaint with respect to the services IZ provides or the IZ platform, you can report it to us by sending an e-mail from your registered e-mail address to memberservices@investingzone.com
    2. We aim to reply to complaints within five working days after we receive such e-mails. Our reply will normally tell you if it is our final response or if we are investigating the matter further. If we are investigating the matter further, we will provide you with a final response no later than eight weeks after we receive your e-mail.
    3. Financial Ombudsman Service. If you make a complaint to IZ and we do not resolve it to your satisfaction, you may have a right to complain to the Financial Ombudsman Service. Their address is South Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at http://www.financialombudsman.org.uk. However you should be aware that you may not be eligible to use this scheme if you have been accepted as a member of IZ on the basis of being a corporate finance client.
  5. Conflicts of Interest:
    1. IZ’s aim in providing the IZ platform is to avoid situations where our interests might conflict with those of members. IZ’s charges are aimed at covering operating costs but only allowing IZ to generate real profit when members succeed in fundraising or profiting from an investment in a Company Member. However, we cannot entirely exclude the possibility that conflicts of interest may arise.
    2. IZ’s employees (or employees of E-Synergy Ltd, or funds managed by E-Synergy Ltd) may choose to make investments, through the IZ platform or otherwise, in companies that are fundraising through the IZ platform. The terms and incentives relevant to such investments may not be perfectly aligned with the terms and incentives applicable to IZ members.
  6. Assignment, Transfer and Delegation
    1. IZ may assign, transfer or delegate any of our obligations or rights under the IZ documents to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the IZ platform to any person to whom we assign, transfer or delegate our obligations or rights.
    2. Your IZ membership is personal to you, and therefore none of your rights or obligations in connection with your IZ membership or your activities on the IZ platform can be assigned, transferred or delegated to any other person. Any attempt to, transfer assign or delegate any of your rights or obligations would have no legal effect. This prohibition does not affect your rights to deal with investments made through the IZ platform, which are subject to the articles of association of the relevant company and the investment agreement with that company.
  7. Miscellaneous
    1. Changes in your Status: You must promptly notify us of any change of address or any other change in your status that may render you ineligible to raise investment through the IZ platform.
    2. Delegation of Functions: IZ may appoint a third party to act in respect of any function relevant to the administration of IZ’s site and services, but we will first satisfy ourselves that any such third party is reasonably competent to carry out such functions.
    3. Assignment: Subject to the Regulator Rules, we may assign our agreement with members and related rights and/or appoint another company to be the manager of IZ’s site and services under these terms and conditions on giving you one month’s notice.
    4. Notices (IZ): Any formal legal notice or other formal communication to be given to you by us under or in relation to the IZ documents ("notice") will be sent in writing to the email address stated on your application form or such address as you may subsequently specify by notice in writing to us. Any notice shall be deemed to have been received by you, 2 days after we send it to you, whether by email or other means.
    5. Notices (member): All notices given by you to IZ under the IZ documents must be in writing and delivered or sent by email, or post to IZ at its registered office, or such other address as we may specify.
    6. Whole agreement : Except where the Regulator Rules and the law states otherwise, the terms and conditions of this IZ shall be limited to those terms and conditions set out in the IZ Documents. No other terms and conditions shall apply.
    7. Amendments We may amend these terms and conditions (including changes to applicable charges) from time to time. We will give you at least 14 days notice of changes.  
  8. English Law

Our contract with you as set out in the IZ documents is governed by English Law and is subject to the jurisdiction of the English Courts.

 

 

This is version 5.2 of the IZ Company Member Rules

Release date: 3 June 2014

© 2014 INVESTINGZONE LIMITED