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Terms and Conditions - Shareholder


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

(i)                   form part of the agreement (the “Member Agreement”) between each Member (as defined below) and InvestingZone Limited (Company No 8179786) of Forward House, 17 High Street, Henley-in-Arden, Warwickshire B95 5AA

(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 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 1st 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 Member Agreement with IZ, subject only to IZ’s approval of the application; and

(ii) when you enter into an Member 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

What is the IZ Platform?


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.


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 made by you, you agree that IZ may share information about you with the company in which you are investing 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 Member 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.

Eligible Investor Status

As a Non-Investor Member you may use many of the facilities of the IZ Platform to communicate with the Company Member in which you are a shareholder.

In order to become an Investor Member you must demonstrate your eligibility by completing (to IZ’s satisfaction) one of the following steps:

(i)             demonstrate through our Investor Assessment that you have the experience, expertise and knowledge required to understand the risks involved in, and make your own investment decisions about, the investments available through the IZ platform, and may be treated by IZ as a ‘professional investor”; or

(ii)            self-certify yourself as a "high net worth individual" or "sophisticated investor". You can only self-certify if the contents of the relevant statement (available on the IZ site) actually apply to you, meaning that you are in fact either a "high net worth individual" or a "sophisticated investor".

The decision whether IZ will accept you as an eligible person to become an Investor is entirely ours, and we may decide for any reason or no reason not to accept your application. We will not enter into discussion of our decisions and will not be liable to you for any losses, damages or costs arising from our decision not to accept you as a Member.

Warning – Risks of ‘offline’ Investing

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.

Warning – Revocation of Membership

If you have been assessed and accepted by IZ as a Non-Investor Member, we will not normally revoke that decision (except if you ask us to or when dealing with other grounds for termination or suspension of your membership), but we reserve the right to do so if facts come to our attention that lead us to believe that any breaches of the Member’s duties and obligations is suspected, imminent or shown to have occurred..

  1. Definitions

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

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

"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.

"Company Member” (or “Company”) 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 you 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 your attention in connection with your 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 you before you viewed the presentation, or which you can show, to IZ’s reasonable satisfaction, you 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” are explained in clause 6.2.

"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”, "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 Member Agreement, the IZ web-site/platform access & use conditions, and the IZ charges schedule, 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 any successor regulatory body.

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

"settlement date" means the date by which cleared settlement funds are to be received following a transaction, as specified in the Investment Note.

"settlement funds" means the payment due from you to a Company Member as a result of a Transaction as specified in the Investment Note.

"transaction" means the purchase or sale of 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 Non-Investor 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 Member Agreement to:-

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

 (ii)     the Member Agreement and to any provisions of them or to any other document referred to in the Member Agreement 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 Member Agreement.

  1. Important preliminary matters

    1. IZ is authorised and regulated by the FCA in the conduct of investment business.

    2. Provided that your application is approved by us your membership and account will open when you accepted the Member 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.

    3. We will not accept you as a member or open an account where the information you have supplied is (in our opinion) insufficient.

    4. IZ has certain responsibilities under the Regulator Rules and other applicable regulations to verify the identity of, and run anti-money laundering checks on, Investor Members. You agree that we may undertake appropriate searches for the purposes of verifying your identity.


    6. We are not under any obligation nor do we assume any responsibility to notify you of any Company Report posted to the IZ Platform, any changes to any investment resulting from a takeover or other offer or scheme of arrangement or where rights or similar benefits arise.

  2. Basis of our relationship/Risk Warning

    1. Your status: When you become a Non-Investor Member it is essential that you do so on the basis of a clear, complete and fully informed understanding of the basis of the services that IZ makes available to members, and the formal legal basis of IZ’s relationship with you.:

      1. by checking the acceptance box you will have confirmed to InvestingZone that you wish to become a Non-Investor Member and accept the IZ Rules under the Member Agreement;

      2. you accept that the communications to you from a Company in which you are a shareholder may be financial promotions; and

      3. you are aware that it is open to you to seek advice from a person who specialises in advising on investments.

    2. Risks of investment in smaller companies: It is very important that we bring to your attention as Member of IZ, and by accepting the Member Agreement you are acknowledging, that the following matters have been duly notified to you:

      1. Loss of Capital. Many smaller companies fail, and it is significantly more likely that you will lose all of your invested capital than that you will see a return of capital or a profit.

      2. Access to funds invested. Any investment in smaller, unlisted companies will be highly illiquid. It is very unlikely that there will be a secondary market for the shares of the company. This means that you are unlikely to be able to sell your shares until and unless the Company Member floats on a securities exchange or is bought by another company.

      3. Rarity of Dividends. Smaller companies rarely pay dividends and as a result, even if a company you have invested in is successful you are unlikely to see any return of capital or profit until you are able to sell your shares in the Company Member. Even for a successful business this is unlikely to occur for a number of years from the time you make your investment.

      4. Dilution. Your investment may be subject to dilution. This means that if the Company Member raises additional capital at a later date, it will issue new shares of the Company Member to the new investors, and unless you take up a right to join in that new round of investment, the percentage of the Company Member that you own will decline. New shares can also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees of or certain other parties connected with, the Company Member.

  3. Communications, expression of interest and subscriber commitments

    1. Your interactions with us and with other IZ members will take place through the IZ platform. 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. If you are uncomfortable using the IZ platform for these interactions, you should not execute the Member Agreement or become an IZ member.

    2. After you have executed the Member 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. Your username and password are personal to you and are not transferable.

    3. 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.

    4. After you first log onto the IZ platform, you will be asked to complete a profile. You can choose to make your profile "public" so that other IZ members 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.

    5. As a member you are solely responsible for the content of any material (such as your profile, comments or questions on presentations by companies, or postings within an IZ company forum) you post on the IZ platform. You may not post, transmit or share information on the IZ platform that you do not own or have permission to post. 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.

    6. 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.

    7. IZ is entitled to assume that any communication which we reasonably  believe  to  have  come  from  you  or  have  been  given  with  your authority have been so given and we will act on your instructions. We will not be liable for any loss, cost, liability or exposure, which may arise in acting on instructions which are subsequently discovered not to have been given by you or with your authority.

    8. We may (in our absolute discretion) decline to process or pass on to the relevant company any communication, expression of interest or commitment 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.

    9. 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. 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. 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.

    2. 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.

    3. 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.

    4. 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.

  5. Non-Investor Members using the IZ Platform

    1. A Company Member in which you are a shareholder may contact you and 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. 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.

    2. 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.

    3. As a shareholders in that Company Member, when you are a Non-investor Member you can 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 your Company;

      2. comment on or raise question about information posted by the Company in a Company Report; and

      3. discuss (but not deal in) your shareholdings.

    4. 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.

    5. By accessing the IZ site as a Non-investor Member, you agree 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.

  6. 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.

  7. Your rights as a shareholder in Company Members

    1. IZ is not involved in transactions between you and the Company that take place after you become a Non-Investor Member. 

    2. It is the responsibility of the Company Member and its management to communicate with you and other shareholders, make arrangements regarding shareholder meetings, and meet its legal requirements to provide information such as an annual report and accounts.

    3.  IZ will not be liable where a Company fails to meet its liabilities as described in this section.

  8. 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 members investments nor for failing to produce a return on capital invested by a member howsoever rising.

    3. Without prejudice to Clause 9.1 IZ will not be liable for any loss or damage or depreciation in value of a member’s investments.

    4. 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 (including its use to make any investment in a Company Member) will be limited to no more than the amount you invest through the IZ platform (without regard to any subsequent appreciation in the value of the company or its shares).

  9. Termination or suspension of IZ Membership

    1. Termination By You. If you no longer wish to be a 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 Member 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.

  10. Non-solicitation

    1. 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.

    2. 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.

  11. 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

    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 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 professional client.

  12. 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.

  13. Miscellaneous

    1. Changes in your Status: You must promptly notify us of any change of address or any other change in your status which may render you ineligible to invest 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.

  14. English Law

The Member Agreement and the IZ Rules as set out in the IZ documents are governed by English Law and are subject to the jurisdiction of the English Courts.

This is version 6.1 of the IZ Investor Member Rules

Release date: 1 June 2014